SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ( X )
Filed by a Party other than the Registrant ( )
Check the appropriate line:
____ Preliminary Proxy Statement
____ Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2) )
_X__ Definitive Proxy Statement
____ Definitive Additional Materials
____ Soliciting Material Pursuant to Section 240.14a-11 (c) or Section
240.14a.-12
AMEREN CORPORATION
(Name of Registrant as Specified in its Charter)
Name of Person(s) Filing Proxy Statement, if other than the Registrant
Payment of Filing Fee (Check the appropriate line):
_X__ No fee required.
____ Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
____ Fee paid previously with preliminary materials.
____ Check line if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
AMEREN LOGO]
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
Time: 9:00 A.M.
Tuesday
April 28, 1998
Place: Powell Symphony Hall
718 North Grand Boulevard
St. Louis, Missouri
IMPORTANT
Admission to the meeting will be by ticket only. If you plan
to attend please check the appropriate box on the proxy. Persons
without tickets will be admitted to the meeting upon verification
of their stockholdings in the Company.
Please vote, date, sign, and return the enclosed proxy in the
accompanying reply envelope even if you own only a few shares. If
you attend the meeting and want to change your proxy vote, you can
do so by voting in person at the meeting.
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
AMEREN CORPORATION
We will hold the Annual Meeting of Stockholders of Ameren
Corporation at Powell Symphony Hall, 718 North Grand Boulevard, St.
Louis, Missouri, on Tuesday, April 28, 1998, at 9:00 A.M., for the
purposes of
(a) electing directors of the Company for terms ending in
April 1999;
(b) voting on a long-term incentive plan;
(c) considering a stockholder proposal; and
(d) acting on other proper business presented to the
meeting.
If you owned Ameren Common Stock at the close of business on
March 6, 1998, you are entitled to vote at the meeting and at any
adjournment thereof.
To assure that your shares are represented at this meeting,
please vote, date, sign, and return the enclosed proxy in the
enclosed envelope. The prompt return of your proxy will reduce
expenses.
By order of the Chairman and the Board of Directors,
JAMES C. THOMPSON,
Secretary.
St. Louis, Missouri
March 23, 1998
<PAGE>
PROXY STATEMENT OF AMEREN CORPORATION
(First sent or given to stockholders March 23, 1998)
Principal Executive Offices:
ONE AMEREN PLAZA
1901 CHOUTEAU AVENUE, ST. LOUIS, MO. 63103
The enclosed proxy is solicited by the Board of Directors of
Ameren Corporation (the "Company") for use at the Annual Meeting of
Stockholders of the Company to be held on Tuesday, April 28, 1998,
and at any adjournment thereof.
The Company is a holding company which resulted from a merger
transaction between Union Electric Company ("Union Electric") and
CIPSCO Incorporated ("CIPSCO"). Because the merger was not
consummated until December 31, 1997, certain information herein for
1997 relates to Union Electric, and/or to CIPSCO and/or its
subsidiary, Central Illinois Public Service Company ("CIPS").
VOTING
The accompanying proxy represents all shares registered in the
name(s) shown thereon, including shares in DRPLUS. Participants in
the Ameren Corporation Savings Investment Plans will receive
separate proxies for shares in such plans.
Only stockholders at the close of business on the Record Date,
March 6, 1998, are entitled to vote at the meeting. The voting
securities of the Company on such date consisted of 137,215,462
shares of Common Stock. In order to conduct the meeting, a majority
of the outstanding shares entitled to vote must be represented.
A proxy can be revoked by delivering either a written
revocation or a signed proxy bearing a later date to the Secretary
of the Company or by voting in person at the meeting.
Returned proxies which are properly marked and signed will be
voted as directed. If you sign the proxy but do not make specific
choices, your shares will be voted as recommended by the Board --
FOR the Board's nominees for Director; FOR Item 2; and AGAINST Item
3. On any other matters, the named proxies will use their
discretion.
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In determining whether a quorum is present at the meeting,
shares registered in the name of a broker or other nominee, which
are voted on some but not all matters, will be included. In
tabulating the number of votes cast, withheld votes, abstentions,
and non-votes by banks and brokers are not included.
The Board of Directors has adopted a confidential voting
policy for proxies.
Item (1): Election of Directors. Fifteen directors are to be
elected at the meeting, to serve until the next annual meeting of
stockholders and until their successors are elected and qualified.
The nominees designated by the Board of Directors are listed below
with information about their principal occupations and backgrounds.
WILLIAM E. CORNELIUS Retired Chairman of the Board of
Directors and Chief Executive Officer of Union Electric. Mr.
Cornelius joined Union Electric in 1962, held several management
positions, and became President in 1980. In 1988 he was elected
Chairman of the Board and served in that capacity until his
retirement in 1994. Mr. Cornelius is also a director of General
American Life Insurance Company. He is a member of the Executive
and Contributions Committees of the Board of Directors. Director of
Union Electric since 1968; Director of the Company since December
31, 1997. Age: 66.
CLIFFORD L. GREENWALT Retired Vice Chairman of the Company and
retired President and Chief Executive Officer of CIPSCO and CIPS.
Mr. Greenwalt joined CIPS in 1963, was elected a senior vice
president in 1980, and was named President and CEO in 1989. He is
also a director of First of America Bank Corporation, Kalamazoo,
Michigan and its wholly-owned subsidiaries, First of America Bank -
Michigan and First of America Bank - Illinois. Mr. Greenwalt is a
member of the Executive and Contributions Committees of the Board.
Director of CIPS since 1986 and CIPSCO since 1990; Director of the
Company since December 31, 1997. Age: 65.
2
<PAGE>
THOMAS A. HAYS Retired Deputy Chairman of The May Department
Stores Company, a nationwide retailing organization. Mr. Hays
joined the May organization in 1969. He served as Vice Chairman
from 1982 to 1985 and President from 1985 to 1993, when he became
Deputy Chairman. Mr. Hays is a member of the Board of Directors of
Mercantile Bancorporation Inc., Leggett & Platt Incorporated and
Payless Shoe Source, Inc. He is a member of the Human Resources and
Executive Committees. Director of Union Electric since 1989;
Director of the Company since December 31, 1997. Age: 65.
RICHARD A. LIDDY Chairman, President, and Chief Executive
Officer of General American Life Insurance Company, which provides
life, health, pension, annuity and related insurance products and
services. Mr. Liddy joined General American as President and Chief
Operating Officer in 1988 and was elected to his present position
in 1995. He is also a director of Brown Group Inc., Ralston Purina
Company, and certain subsidiaries of General American. Mr. Liddy
serves on the Auditing Committee of the Board. Director of Union
Electric since 1994; Director of the Company since December 31,
1997. Age: 62.
GORDON R. LOHMAN Chairman and Chief Executive Officer of
AMSTED Industries Incorporated, Chicago, Illinois, a manufacturer
of railroad, construction, and general industrial products. Mr.
Lohman was elected President of AMSTED Industries in 1988 and
became Chief Executive Officer in 1990. He is also a director of
Fortune Brands, Inc. Mr. Lohman is a member of the Executive and
Human Resources Committees of the Board of Directors. Director of
CIPS since 1986 and CIPSCO since 1990; Director of the Company
since December 31, 1997. Age: 63.
RICHARD A. LUMPKIN Chairman and Chief Executive Officer of
Illinois Consolidated Telephone Company, Mattoon, Illinois and Vice
Chairman of McLeod USA Inc. Mr. Lumpkin was elected Treasurer of
Illinois Consolidated Telephone in 1968, President in 1977, and was
named to his present position in 1990. As the result of a September
1997 merger, he also serves as Vice Chairman and a director of
McLeod USA. Mr. Lumpkin is also a director of First Mid-Illinois
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Bancshares, Inc. and its subsidiary First Mid-Illinois Bank &
Trust. He is a member of the Auditing Committee of the Board.
Director of CIPS and CIPSCO since 1995; Director of the Company
since December 31, 1997. Age: 63.
JOHN PETERS MacCARTHY Retired Chairman and Chief Executive
Officer of Boatmen's Trust Company which conducted a general trust
business. Prior to being elected to the above-mentioned position in
1988, he served as President and Chief Executive Officer of
Centerre Bank, N.A. Mr. MacCarthy is also a director of Brown Group
Inc. He is Chairman of the Human Resources and Nominating
Committees of the Board and is a member of the Executive Committee.
Director of Union Electric since 1986; Director of the Company
since December 31, 1997. Age: 64.
HANNE M. MERRIMAN Principal in Hanne Merriman Associates,
retail business consultants, Washington, D. C. She is a director of
Ann Taylor Stores Corporation, US Air Group, Inc., State Farm
Mutual Automobile Insurance Co., The Rouse Company, T. Rowe Price
Mutual Funds, and Finlay Enterprises, Inc. Ms. Merriman is a member
of the Contributions and Nominating Committees of the Board.
Director of CIPS and CIPSCO since 1990; Director of the Company
since December 31, 1997. Age: 56.
PAUL L. MILLER, JR. President and Chief Executive Officer of
P. L. Miller & Associates, a management consultant firm which
specializes in strategic and financial planning for privately held
companies and distressed businesses and in international business
development. He is also a principal in a financial advisory firm
for small to middle market companies. Mr. Miller has served as
president of an international subsidiary of an investment banking
firm, and for over 20 years was president of consumer product
manufacturing and distribution firms. He is a member of the
Auditing Committee. Director of Union Electric since 1991; Director
of the Company since December 31, 1997. Age: 55.
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<PAGE>
CHARLES W. MUELLER Chairman of the Board, President and Chief
Executive Officer of the Company. Mr. Mueller began his career with
Union Electric in 1961 as an engineer. He was named Treasurer in
1978 and Vice President-Finance in 1983. Mr. Mueller was elected
Senior Vice President-Administrative Services in 1988; President in
1993; and, on January 1, 1994, was also named Chief Executive
Officer. He was elected to his present position effective December
31, 1997. Mr. Mueller also is a director of Angelica Corporation,
CIPS, and Union Electric. He is a member of the Executive and
Contributions Committees of the Board of Directors. Director of
Union Electric since 1993; Director of the Company since December
31, 1997. Age: 59.
ROBERT H. QUENON Retired Chairman of Peabody Holding Company,
Inc., which is engaged in mining, marketing and transportation of
coal. Mr. Quenon was elected President and Chief Executive Officer
of Peabody Coal in 1978. From 1983 to 1990 he served as President
and Chief Executive Officer of Peabody Holding and was Chairman of
that firm from 1990 until his retirement in August 1991. Mr. Quenon
was Chairman of the Federal Reserve Bank of St. Louis from 1993 to
1995 and is a director of Newmont Gold Company and Laclede Steel
Company. He is a member of the Human Resources and Nominating
Committees. Director of Union Electric since 1991; Director of the
Company since December 31, 1997. Age: 69.
HARVEY SALIGMAN Retired managing partner of Cynwyd
Investments, a family real estate partnership. Mr. Saligman also
served in various executive capacities in the consumer products
industry for 25 years. He is a director of Mercantile
Bancorporation Inc. Mr. Saligman is Chairman of the Auditing
Committee of the Board. Director of Union Electric since 1989;
Director of the Company since December 31, 1997. Age: 59.
CHARLES J. SCHUKAI Senior Vice President - Customer Services
of Union Electric. Mr. Schukai joined Union Electric in 1957 as a
student engineer. He was named Director, Regional Operations in
1981, Vice President in 1983 and was
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<PAGE>
elected to his present position in 1988. Mr. Schukai serves on the
Executive and Contributions Committees of the Board. Director of
the Company since December 31, 1997. Age: 63.
JANET McAFEE WEAKLEY President of Janet McAfee Inc., a
residential real estate company which she founded in 1975. Mrs.
Weakley is also on the Board of Barnes-Jewish Hospital. She is a
member of the Auditing, Executive, and Nominating Committees and is
Chairman of the Contributions Committee of the Board. Director of
Union Electric since 1991; Director of the Company since December
31, 1997. Age: 68.
JAMES W. WOGSLAND Retired Vice Chairman of Caterpillar, Inc.,
Peoria, Illinois. Mr. Wogsland was elected Executive Vice President
and director of Caterpillar in 1987. He served as Vice Chairman and
director from 1990 until his retirement in 1995. Mr. Wogsland is a
member of the Auditing Committee of the Board. Director of CIPS and
CIPSCO since 1992; Director of the Company since December 31, 1997.
Age: 66.
The fifteen nominees for director who receive the most votes
will be elected.
The Board of Directors knows of no reason why any nominee will
not be able to serve as a director. If, at the time of the Annual
Meeting, any nominee is unable or declines to serve, the proxies
may be voted for a substitute nominee approved by the Board.
During 1997, the Union Electric Board met six times and an
aggregate of nine committee meetings were held, and the CIPSCO
Board met seven times, with a total of eight committee meetings
being held. Except for Ms. Merriman, all nominees attended at least
87% of the meetings of the Board and the Board Committees of which
they were members, and aggregate attendance of the nominees as a
group exceeded 93%.
Age Policy - Directors who attain age 72 prior to the date of
an annual meeting cannot be designated as a nominee for election at
such meeting.
6
<PAGE>
Board Committees - The members of the Auditing, Contributions,
Human Resources and Nominating Committees of the Board are
identified in the biographies above. The Auditing, Human Resources
and Nominating Committees are comprised entirely of outside
directors. Since the Ameren Board was not constituted until
December 31, 1997, there were no committee meetings held during the
year.
The general functions of the Auditing Committee include: (1)
reviewing, with management and the independent accountants, the
adequacy of the Company's system of internal accounting controls;
(2) reviewing the scope and results of the annual examination and
other services performed by the independent accountants; (3)
recommending to the Board the appointment of independent
accountants and approving fees for the services they perform; and
(4) reviewing the scope of audits and annual budget of the
Company's internal audit department.
The Contributions Committee makes policies and recommendations
with respect to charitable and other contributions.
The Human Resources Committee considers the qualifications of
executive personnel and recommends changes therein, considers or
recommends salary adjustments for certain employees and considers
and acts on important policy matters affecting Company personnel.
The Nominating Committee considers and recommends for Board
approval candidates for the Board of Directors, as recommended by
management, other members of the Board, shareholders and other
interested parties.
Item (2): Long-Term Incentive Plan. To further relate
compensation to performance, the Board of Directors has adopted the
Ameren Corporation Long-Term Incentive Plan of 1998 (the "Plan"),
which shall become effective upon approval by the Company's
stockholders. The Plan is substantially the same as a similar plan
approved by Union Electric shareholders in 1995 and, absent early
termination, will terminate ten years after its effective date.
Awards granted under the Plan are expected to be at or below the
median of awards granted by similarly-situated companies.
Set forth below is a summary of Plan provisions. The summary
is qualified by reference to the full Plan attached hereto as
Appendix A.
Purpose. The Plan is intended to enhance shareholder value by
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<PAGE>
promoting an increased interest in the long-term performance and
profitability of the Company.
Administration. The Plan will be administered by the Human
Resources Committee of the Board of Directors (the "Committee").
The Committee shall determine the officers, employees and directors
eligible to receive awards and the amount of any award. The
Committee shall interpret the Plan and can adopt rules deemed
appropriate. No Plan awards may be made to Committee members unless
approved by the full Board of Directors.
Shares. A maximum of 4,000,000 shares of the Company's Common
Stock, $ .01 par value, ("Common Stock") will be reserved for Plan
purposes, subject to appropriate adjustment by the Committee to
prevent dilution or enlargement of the rights of Plan participants.
The reserved shares constitute approximately 2.9% of the Company's
outstanding Common Stock. The maximum number of shares which may be
granted through options or stock appreciation rights to any
participant in a calendar year is 200,000 shares.
Award Alternatives.
A. Performance Units - rights, which may be payable in cash,
shares of Common Stock, other awards, or other property, which is
contingent on the achievement of performance goals set by the
Committee.
B. Restricted Stock - rights to receive shares of Common Stock
awarded as determined by the Committee, which shares will be
subject to transferability or other restrictions.
C. Options - rights to purchase shares of the Company's Common
Stock, or other awards or property, at a specified price during a
prescribed time period. The exercise price for Common Stock will
not be less than the fair market value at the date of the grant. No
option may provide for resetting the exercise price.
D. Stock Appreciation Rights - the right to receive a cash
payment equal to the excess of the fair market value of the
Company's Common Stock on the date of exercise over the grant price
of the Stock Appreciation Right. The grant price shall not be less
than the fair market value of the stock on the date of the grant.
Tax Aspects of the Plan. The federal tax consequences of an
award
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under the Plan depend on the nature of the award. The grant of a
Restricted Stock or Performance Award does not immediately result
in taxable income to a recipient or a tax deduction to the Company
unless the recipient makes a special election. At the time the
shares of Common Stock are awarded and become free of any
restrictions, a recipient will recognize taxable ordinary income in
an amount equal to the fair market value of the Common Stock, and
the Company will be entitled to a corresponding income tax
deduction. Generally, during a restriction period, any dividends
received with respect to an award will be taxed as additional
compensation to the recipient, and the Company will be entitled to
a corresponding income tax deduction.
Generally, an incentive stock option will not result in
taxable income on the date of grant or exercise, and the Company
will not be entitled to an income tax deduction. Provided any
minimum holding periods are satisfied, any gain on a disposition of
stock so acquired will be taxable to a recipient as a capital gain,
and the Company will not be entitled to any corresponding income
tax deduction. If minimum holding periods are not satisfied, a
recipient will generally recognize ordinary income in the amount of
the excess of the fair market value of the Common Stock on the date
of the exercise (or if less, on the date of sale) over the option
price, and the Company will be entitled to a corresponding income
tax deduction. Also, certain recipients may be subject to
alternative minimum tax on the excess of the fair market value of
the shares over the option price when the incentive stock option is
exercised. The grant of a nonqualified stock option does not result
in taxable income to a recipient or a tax deduction for the
Company. Upon exercise, a recipient will generally recognize
taxable ordinary income in an amount equal to the excess of the
fair market value of the Common Stock on the date of the exercise
over the cash paid, and the Company will be entitled to a
corresponding income tax deduction.
General. Consistent with the goals of the Plan, the Committee
may also grant other awards based or related to the value of the
Common Stock. The term of any option or a stock appreciation right
granted in tandem therewith may not exceed ten years from the grant
date. In the event of a change in control of the Company, any
outstanding options and stock appreciation rights become fully
exercisable, any restrictions on outstanding Restricted Stock shall
be deemed satisfied, and all performance units shall be deemed
earned and payable in full. The Plan may be revised by the Board,
but any such change may not impair the rights of participants
without their consent.
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The closing price of the Company's Common Stock on March 2,
1998, was $38 7/16.
The Board recommends a vote FOR Item 2. Adoption of the Plan
requires the affirmative vote of a majority of the Common Stock.
Stockholder Proposal. Proponents of the stockholder proposal
described below as Item (3) notified Union Electric of their
intention to attend the 1998 Annual Meeting to present the proposal
for consideration and action. The names and addresses of the
proponents and the number of shares they hold will be furnished by
the Secretary of the Company upon receipt of any oral or written
request therefor.
Item (3): Assessment of Decommissioning Costs.
WHEREAS Union Electric is responsible for and liable for the
ultimate dismantling of the Callaway Nuclear Power Plant
and the return of the plant site to its original,
non-radioactive, greenfield condition;
WHEREAS estimates for decommissioning a reactor the size of
Callaway range all the way from $130 million to $3
billion, according to a 1988 U. S. Government Accounting
Office report;
WHEREAS Callaway's Nuclear Regulatory Commission license would
allow the plant to operate for 40 years (until 2024),
accidents and/or age-related degradation of vital safety
components have caused reactors to be shut down years
before their licenses' expiration;
WHEREAS the longer Callaway operates, the greater will be the
accumulation of radioactivity there, and the higher will
be the radiation fields within which demolition workers
will have to work to dismantle the plant, thereby
increasing costs, liability, and occupational hazards;
WHEREAS the longer the plant operates, the greater will be the
accumulation of irradiated fuel rods which must be stored
at the plant in a fuel pool or dry casks requiring
surveillance and maintenance into the infinite future.
The fuel rods may someday
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be transported to a federal deep-geologic repository
though none has been finally sited or constructed, and
may never be;
WHEREAS chelating agents are used in the chemical
decontamination of nuclear plants -- to dissolve
radioactive corrosion products in the reactor vessel,
coolant systems, piping and other components -and we
believe the long term effects of the chelating agents
make them unacceptable; they are known to cause the
accelerated migration of dissolved radioactive wastes out
of burial trenches into the surrounding environment;
WHEREAS we believe that no known safe technology exists as yet
for the remote-controlled segmenting of Callaway's
330-ton, 40-foot- high reactor vessel contaminated with
some substances that will remain radioactive for
thousands of years and longer;
WHEREAS even if safe technologies were to be developed for the
dismantling of the Callaway buildings and reactor vessel,
no safe disposal site may ever be found for these
radioactive wastes, and no railroad or other
transportation corridors may exist which would be deemed
acceptable to the public.
RESOLVED: the shareholders request that the Company (1)
provide for shareholders a financial assessment of the
comparative costs of decommissioning Callaway before its
40-year operating license expires versus operating it for
the full licensed duration, including such costs as:
-- the stockpiling of high- and low-level radioactive
wastes for which the company may remain morally and
financially liable for an indefinite time;
-- the need for a greater number of workers to replace
worn-out, embrittled, malfunctioning or obsolete
components in locations within the plant that become
increasingly radioactive as the plant ages; and/or
-- potential accidents;
(2) provide a summary of this assessment in the next
annual report and provide a copy of the full assessment
to shareholders on request.
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SUPPORTING STATEMENT
We believe an assessment of these comparative costs is
essential for realistic and responsible economic and ethical
planning.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM
(3).
In light of the extensive information on estimated
decommissioning costs currently available, the Board is of the
opinion that developing additional information in the form
requested is unnecessary and would increase expenses without a
commensurate increase in relevant information.
o Information on decommissioning cost estimates is
included in the Company's published financial
statements.
o The Missouri Public Service Commission requires
updated decommissioning cost studies every three
years, and copies of the studies are available to
the public.
o Nuclear Regulatory Commission regulations require
the Company to fund decommissioning of Callaway
Plant at prescribed levels, which are reviewed and
updated periodically.
o Internal reviews are made annually.
Contrary to assumptions and assertions included in the
proposal -
o Individual and collective radiation exposure to
workers at Callaway Plant is trending downward;
o The range of decommissioning cost estimates for
other nuclear plants similar to Callaway is
consistent with our estimate;
o The performance of vital safety components is not
allowed to degrade and, with proper maintenance, age
does not threaten continued plant operation;
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o As stated in the government's General Accounting
Office report referred to in the proposal,
"Technology exists to decommission nuclear power
plants;"
o Through use of advanced technologies,
decommissioning after 40 or more years of operation
will not result in higher occupational hazards to
workers.
The Board believes that, in the absence of any compelling
reasons to make additional studies of Callaway decommissioning
costs, additional expenditures for such information would be
imprudent, and therefore recommends voting AGAINST ITEM (3).
Passage of the proposal requires the affirmative vote of a
majority of the votes cast.
Item (4): Other Matters. The Board of Directors does not know
of any matters, other than the election of directors and the
proposals set forth above, which may be presented to the meeting.
Security Ownership. Based on an Amendment No. 1 to Schedule 13
G, dated February 10, 1998 and filed with the Securities and
Exchange Commission by The Capital Group Companies, Inc. and
Capital Research and Management Company, said companies had sole
dispositive power over 8,695,000 shares of the Company's Common
Stock and no voting power with respect to any such shares. Further,
pursuant to Rule 13d-4, both companies disclaimed beneficial
ownership of the reported shares. The reported shares represent
approximately 6.3% of the outstanding Common Stock of the Company.
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SECURITY OWNERSHIP OF MANAGEMENT
AS OF FEBRUARY 1, 1998:
<TABLE>
<CAPTION>
Shares of Common Stock
Name beneficially owned *
---- ----------------------
<S> <C>
Paul A. Agathen 6,277
Donald E. Brandt 4,185
William E. Cornelius 10,795
Clifford L. Greenwalt 13,158
Thomas A. Hays 6,724
Richard A. Liddy 2,243
Gordon R. Lohman 506
Richard A. Lumpkin 1,486
John Peters MacCarthy 3,624
Hanne M. Merriman 2,147
Paul L. Miller, Jr. 1,805
Charles W. Mueller 15,797
Robert H. Quenon 2,602
Harvey Saligman 2,624
Charles J. Schukai 7,663
Janet McAfee Weakley 3,311
James W. Wogsland 1,330
All Directors and executive officers as a group 93,694
</TABLE>
* Includes shares held jointly. Also includes shares issuable
within 60 days upon the exercise of stock options as follows: Mr.
Agathen, 2,225 shares; Mr. Brandt, 3,100 shares; Mr. Mueller, 8,175
shares; and Mr. Schukai, 3,100 shares.
Reported shares include those for which a nominee or executive
officer has voting or investment power because of joint or
fiduciary ownership of the shares or a relationship with the record
owner, most commonly a spouse, even if such nominee or executive
officer does not claim beneficial ownership. Shares reported for
William E. Cornelius include 9,016 shares held in a trust account
in his wife's name for which he serves as trustee. In addition to
shares shown, 3,911 shares have been reported as beneficially owned
by family members and/or household members.
Shares beneficially owned by nominees and executive officers
as a group do not exceed one percent of any class of equity
securities outstanding.
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PERFORMANCE GRAPH
<TABLE>
<CAPTION>
5 Year Cumulative Total Return
Union Electric, CIPSCO, S&P 500, EEI Index
*Edison Electric Institute Index of 100 investor-owned electric utilities
Value of $100 invested 12/31/92, including reinvestment of dividends
DATA UE S&P 500 EEI INDEX CIP
---- -- ------- --------- ---
<S> <C> <C> <C> <C>
1993 111 110 111 108
1994 107 111 98 102
1995 135 153 129 157
1996 133 189 130 153
1997 159 252 166 199
</TABLE>
Because the Company did not operate prior to December 31, 1997,
performance data does not exist. The graph above sets forth
performance data for Union Electric and CIPS and is presented for
information only. When reviewing the graph, please keep in mind
that future performance by the Company operating on a combined
basis may differ from the historical performance of Union Electric
and/or CIPS.
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STOCKHOLDER PROPOSALS
Any stockholder proposal intended for inclusion in the proxy
material for the Company's 1999 annual meeting of stockholders must
be received by November 23, 1998.
In addition, under the Company's By-Laws, shareholders who
intend to submit a proposal in person at an Annual Meeting, or who
intend to nominate a director at a Meeting, must provide advance
written notice along with other prescribed information. In general,
said notice must be received by the Secretary of the Company not
later than 60 nor earlier than 90 days prior to the Meeting. A copy
of the By-Laws can be obtained by written request to the Secretary
of the Company.
COMPENSATION
Directors who are active employees of the Company do not
receive compensation for their services as a director.
Directors who are not active employees of the Company each
receive an annual retainer of $20,000 and an annual award of 300
shares of the Company's Common Stock. They also receive fees of
$1,000 for each Board meeting and each Board Committee meeting
attended.
An optional deferred compensation plan available to directors
permits non-employee directors to defer all or part of their annual
retainer. Deferred amounts, plus an interest factor, are used to
provide payout distributions following completion of Board service
and certain death benefits. Costs of the deferred compensation plan
are expected to be recovered through the purchase of life insurance
on the participants, with the Company being the owner and
beneficiary of the insurance policies.
16
<PAGE>
Union Electric Human Resources Committee Report on Executive
Compensation:
The Company's goal for executive salaries is to approximate
the median of the range of salaries paid by similarly-situated
companies. Accordingly, the Human Resources Committee of the Board
of Directors, which is comprised entirely of non-employee
directors, makes annual reviews of the compensation paid to the
Company's executive officers. The Committee's salary decisions with
respect to the five highest paid officers are subject to approval
by the Board of Directors. Following the annual reviews, the
Committee authorizes appropriate changes as determined by the three
basic components of the Company's executive compensation program,
which are:
o Base salary,
o A performance-based incentive plan, and
o Long-term stock-based awards.
First, in evaluating and setting base salaries for the
Company's executive officers, including the Chief Executive
Officer, the Committee considers: individual responsibilities,
including changes which may have occurred since the prior review;
individual performance in fulfilling responsibilities, including
the degree of competence and initiative exhibited; relative
contribution to the results of Company operations; the impact of
conditions under which the Company operated; the effect of economic
changes on the Company's salary structure; and comparisons with
compensation paid by similarly-situated companies. Such
considerations are subjective, and specific measures are not used
in the review process. The "similarly-situated companies" used for
salary comparisons are included in the EEI Index referred to in the
Performance Graph herein.
The second component of the Company's executive compensation
program is a performance-based Executive Incentive Compensation
Plan established by the Board, which provides specific, direct
relationships between corporate results and Plan compensation. The
Plan is designed to encourage achievement of goals and, for 1997,
measurable stockholder and customer-related objectives --
specifically goals pertaining to return on equity and control of
operating and maintenance expenses and wages -- were set by the
Human Resources Committee. At the end of each year the Committee
compares results of operations with the targeted objectives. If the
objectives are met, the Committee authorizes incentive payments
within prescribed ranges based on individual performance and degree
of responsibility.
17
<PAGE>
If basic corporate objectives are not achieved, no payments are
made. Under the Incentive Plan, it is expected that payments to the
Chief Executive Officer will range from zero to 37% of base salary,
and during the past three years actual payments have averaged
35% of base salary.
The third component of the 1997 executive compensation program
is the Long-Term Incentive Plan of 1995, which also ties
compensation to performance. The Plan was approved by shareholders
at the 1995 Annual Meeting and provides for the grant of options,
performance dividend rights, and/or other awards. The Human
Resources Committee determines who participates in the Plan and the
number and types of awards to be made. They also set the terms,
conditions, performance requirements and limitations applicable to
each award under the Plan. Awards under the 1995 Plan have been at
levels that approximate the median of the range of awards granted
by similarly-situated companies.
In determining the reported 1997 compensation of the Chief
Executive Officer, as well as compensation for the other executive
officers, the Human Resources Committee considered and applied the
factors discussed above. Specific recognition was given to the
generally favorable level of 1996 earnings per share, which was
achieved despite a rate reduction, significant rate credits to
Missouri customers, and continuing expenses related to the merger
with CIPSCO Incorporated. Further, the reported compensation
reflects an above-average level of achievement in meeting 1997
performance targets for return on equity and control of labor costs
and other operating and maintenance expenses. The 1997 salary of
the Chief Executive Officer also recognizes the additional
experience he has gained in the position since his election as CEO
of Union Electric on January 1, 1994. Authorized salaries for the
Company's executive officers fell within the ranges of those paid
by similarly-situated companies.
/s/ John Peters MacCarthy, Chairman
Thomas A. Hays
Robert H. Quenon
CIPS Compensation Committee Report on Executive Compensation
The CIPS executive compensation program for 1997 consisted of
a base salary and annual incentives which link compensation with
corporate performance. Base salary is determined by individual
performance relative to specific job responsibilities and by
comparisons of salaries for similar jobs
18
<PAGE>
in the utility industry. Emphasis is placed on salary data
provided by the EEI 100 utility group shown on the Performance
Graph herein. The salary for the CIPS officer listed in the Summary
Compensation Table was increased in 1997 by the Compensation
Committee of the CIPS Board of Directors to track competitive base
salaries in the utility industry and to reflect performance, which
is determined subjectively by the Committee based on individual
evaluations.
Incentive compensation can be earned based on achievement of
the objectives of the annual Management Incentive Plan ("MIP"). It
is the Committee's responsibility to administer the MIP and in so
doing the CIPS Compensation Committee (1) sets the overall
corporate financial performance goal and unit or individual
objectives, (2) determines the participants to be included in the
plan, and (3) determines the amount of each participant's incentive
pay to be based on attainment of the overall corporate goal and the
amount to be based on achievement of individual objectives. The
corporate goal for 1997 was based on a targeted return on average
common stock equity of CIPSCO. Individual objectives related to
such areas as service reliability, public and employee safety,
proper maintenance of corporate assets and quantifiable
improvements in efficiency and productivity.
The base 1997 salary shown in the Summary Compensation table
for Mr. Greenwalt reflects the Compensation Committee's
consideration of prevailing market levels for executive officers in
other comparably-sized utilities, as well as advances toward a more
competitive cost structure. Also, increased merger related savings
were identified as a result of continuing focus on efficiencies to
be achieved through the merger with Union Electric. With respect to
competition and deregulation, it was the Committee's opinion that
the company has successfully positioned itself and focused efforts
toward promoting principles of reliability, safety and benefits for
all parties.
As shown in the table, no awards were made in 1997 under the
MIP.
/s/ G. R. Lohman, Chairman
T. L. Shade
J. W. Wogsland
19
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Name ------------
and Annual Securities All Other
Principal Compensation Underlying Compen-
Position Year Salary($) Bonus($) Options(#) sation($)
- -------- ---- --------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
C. W. Mueller, 1997 500,000 155,000 23,000 45,723*
Chairman, President and 1996 441,000 165,000 17,700 39,306
Chief Executive Officer 1995 420,000 157,000 15,000 33,935
C. L. Greenwalt, 1997 460,000 -
President and Chief 1996 420,000 147,000
Executive Officer, CIPSCO 1995 390,000 87,000
and CIPS (Retired 12/31/97)
C. J. Schukai 1997 269,000 68,000 7,800 36,839*
Senior Vice 1996 258,000 76,000 6,800 33,506
President, Union Electric 1995 246,000 72,000 5,600 31,708
D. E. Brandt 1997 254,000 64,000 7,800 27,580*
Senior Vice 1996 242,000 69,000 6,800 24,278
President, Finance 1995 228,000 67,000 5,600 17,254
P. A. Agathen 1997 215,000 51,000 7,800 18,045*
Senior Vice 1996 200,000 55,000 6,800 15,257
President, Union Electric 1995 142,000 29,000 2,100 13,544
* Amounts include (a) matching contributions to the 401(k) plan and (b)
above-market earnings on deferred compensation, as follows:
(a) (b)
C. W. Mueller $ 4,750 $ 40,973
C. J. Schukai 4,071 32,768
D. E. Brandt 4,610 22,970
P. A. Agathen 4,705 13,340
</TABLE>
20
<PAGE>
OPTION GRANTS IN 1997 - UNION ELECTRIC
<TABLE>
<CAPTION>
Number of Grant
Shares % of Total Date
Underlying Options Exercise Present
Options Granted to Price Expiration Value(3)
Name Granted(1)(2) Employees ($/Sh) Date ($)
- ---------------------- ------------- --------- --------- ---------- -----
<S> <C> <C> <C> <C> <C>
C. W. Mueller....... 23,300 11.90 38 1/2 2/10/07 79,453
C. J. Schukai....... 7,800 3.98 38 1/2 2/10/07 26,598
D. E. Brandt........ 7,800 3.98 38 1/2 2/10/07 26,598
P. A. Agathen....... 7,800 3.98 38 1/2 2/10/07 26,598
</TABLE>
(1) For the options shown above, an equal number of dividend rights ("rights")
were granted. The rights, which were granted pursuant to the Long-Term
Incentive Plan of 1995, provide the opportunity to earn an amount equal to
a percentage of the dividends that would have been paid had the participant
acquired the shares underlying the stock options. Awards based on the
rights are paid, as determined by the Human Resources Committee, based on
the Company's results measured over a three-year performance period. The
performance period for these rights is from January 1, 1997 to December 31,
1999. The performance measure associated with the rights is the Company's
total shareholder return compared to such return for a comparison group
consisting of the "Edison Electric Institute Index of 100 Investor-Owned
Electrics." Total shareholder return ("TSR") is defined as the sum of the
percentage change in the price of the Company's Common Stock and dividends
paid (assuming reinvestment) over the performance period. Award payouts, if
any, will be determined at the end of the performance period, based upon
the Company's three-year TSR ranking against the three-year TSR of the
comparison group. Award payouts may range from 50% of dividends paid during
the performance period (if the Company's TSR is equal to or greater than
50% of the companies in the comparison group) to 150% of such dividends (if
the Company's TSR is equal to or greater than 90% of the companies in the
comparison group). If the Company's TSR during the performance period is
less than 50% of the companies in the comparison group no awards will be
made.
(2) Options vest 25% annually beginning February 10, 1999.
(3) The Grant Date Present Values were determined using the binomial option
pricing model, a derivative of the Black-Scholes option pricing model.
Assumptions used for the model are as follows: an option term of ten years,
stock volatility of 13.17%, dividend yield of 6.53%, risk-free interest
rate of 5.70%, and a vesting restrictions discount rate of 3% per year over
the five-year vesting period.
21
<PAGE>
The Grant Date Present Value calculation is presented in accordance with
SEC proxy requirements, and the Company has no way to determine whether the
pricing model can properly determine the value of an option. There is no
assurance that the value, if any, that may be realized will be at or near
the value estimated by the model. No value will be realized by the
optionees unless the stock price increases from the exercise price, in
which case shareholders would benefit commensurately.
AGGREGATED OPTION EXERCISES IN 1997
AND YEAR-END VALUES
<TABLE>
<CAPTION>
Value of
Shares Unexercised In-the-Money
Acquired Value Options Options
on Realized at Year End(#) at Year End($)
Name Exercise $ Exercisable Unexercisable Exercisable Unexercisable
- --------------- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. W. Mueller 0 0 3,750 52,250 27,656 198,069
C. J. Schukai 0 0 1,400 18,800 10,325 69,725
D. E. Brandt 0 0 1,400 18,800 10,325 69,725
P. A. Agathen 0 0 525 16,175 3,872 50,356
</TABLE>
Retirement Plans:
The following table shows estimated annual benefits payable
under the Union Electric defined benefit retirement plan:
<TABLE>
<CAPTION>
Years of Service at Age 65
Final --------------------------
Average
Base Salary 15 20 25 30 35
- ----------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$150,000.......... $ 34,366 $ 45,821 $ 57,276 $ 68,732 $ 80,187
$200,000.......... 46,367 61,822 77,278 92,733 108,189
$250,000.......... 58,365 77,820 97,275 116,730 136,185
$300,000.......... 70,366 93,821 117,276 140,732 164,187
$400,000.......... 94,365 125,820 157,275 188,730 220,185
$500,000.......... 118,367 157,822 197,278 236,733 276,189
$600,000.......... 142,366 189,821 237,276 284,732 332,187
</TABLE>
22
<PAGE>
Benefits shown in the schedule are computed on a straight life
annuity basis and do not have a primary Social Security offset or
other offset amounts. Covered remuneration consists of base wages
only, which is equivalent to amounts reported under "Salary" in the
Summary Compensation Table. Years of accredited service for the
officers named in the Compensation Table are as follows: Mr.
Mueller 37; Mr. Schukai 40; Mr. Brandt 15; and Mr. Agathen 23.
The following table shows estimated annual benefits under the
CIPS defined benefit retirement plan:
Years of Service at Age 65
--------------------------
<TABLE>
<CAPTION>
Average
Annual Earnings 20 25 30 35 40
- --------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$150,000.......... $ 41,022 $ 51,278 $ 61,533 $ 71,789 $ 82,044
$200,000.......... 56,022 70,028 84,033 98,039 112,044
$250,000.......... 71,022 88,777 106,533 124,288 142,044
$300,000.......... 86,022 107,528 129,033 150,539 172,044
$400,000.......... 116,022 145,027 174,033 203,038 232,044
$500,000.......... 146,022 182,528 219,033 255,539 292,044
</TABLE>
Amounts shown in the schedule are computed on a straight life
basis; have been reduced by estimated Social Security benefits; and
are not subject to any other offset amounts. Covered remuneration
consists of base wages only, which is equivalent to amounts
reported under "Salary" in the Summary Compensation Table. As
information, Mr. Greenwalt retired with 34 years of accredited
service.
Severance Plan:
The Union Electric Board has approved adoption of the Change
of Control Severance Plan, pursuant to which designated officers
are entitled to receive certain severance benefits if their
employment is terminated under certain defined circumstances within
three years after the merger with CIPSCO or another transaction
that meets the definition of "change of control". Severance
benefits are based upon a period of two or three years depending on
position. A designated officer who becomes entitled to
23
<PAGE>
severance will receive the following: a lump sum cash payment of
salary and unpaid vacation pay through the date of termination, a
pro rata bonus for the year of termination, and base salary and
bonus for the defined severance period; continued employee welfare
benefits for the severance period; a lump sum payment equal to the
actuarial value of the additional benefits under Union Electric's
qualified and supplemental retirement plans the party would have
received had they remained employed for the severance period; and
outplacement services at a cost of not more than $30,000. They will
also be eligible for an additional payment, if necessary, to make
them whole for any excise tax on excess payments imposed.
INDEPENDENT ACCOUNTANTS
The Company has not selected its independent accountants for
1998. This selection is normally made by the Board of Directors
after the Auditing Committee of the Board of Directors, the members
of which are identified under "Item (1): Election of Directors,"
has reviewed the prior year's audit report with representatives of
the independent accountants for such year. After such review, the
Auditing Committee will recommend to the Board of Directors for its
approval the selection of independent accountants for the Company
for 1998 and the fees to be paid for the regular annual audit.
Price Waterhouse LLP served as Union Electric's independent
accountants in 1997. Representatives of that firm are expected to
be present at the annual meeting with the opportunity to make a
statement if they so desire and are expected to be available to
respond to appropriate questions.
Arthur Andersen LLP served as CIPS' independent accountants
in 1997. Representatives of that firm are expected to be present
at the annual meeting with the opportunity to make a statement if
they so desire and are expected to be available to respond to
appropriate questions.
MISCELLANEOUS
In addition to the use of the mails, proxies may be solicited
by personal interview, or by telephone or other means, and banks,
brokers, nominees and other custodians and fiduciaries will be
reimbursed for their reasonable out-of-pocket expenses in
forwarding soliciting material to their
24
<PAGE>
principals, the beneficial owners of stock of the Company. Proxies
may be solicited by officers, directors and key employees of the
Company on a voluntary basis without compensation therefor. The
Company will bear the cost of soliciting proxies on its behalf.
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K WILL BE FURNISHED,
WITHOUT CHARGE, TO STOCKHOLDERS OF THE COMPANY UPON WRITTEN REQUEST
TO JAMES C. THOMPSON, SECRETARY, P.O. BOX 66149, ST. LOUIS,
MISSOURI 63166-6149.
FOR UP-TO-DATE INFORMATION ABOUT YOUR COMPANY, PLEASE VISIT
THE COMPANY'S HOME PAGE ON THE INTERNET - - http://www.ameren.com
25
<PAGE>
AMEREN CORPORATION APPENDIX A
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,
A - 1
<PAGE>
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 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
A - 2
<PAGE>
to interpret the Plan, to establish, modify and grant waivers of
Award restrictions and to adopt such rules, regulations and guide-
lines for carrying out the Plan as it deems necessary or appropri-
ate. 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
A - 3
<PAGE>
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.
(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
A - 4
<PAGE>
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
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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 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
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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
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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 (or related trust) sponsored or maintained
by the Corporation or any corporation controlled by the Corporation
or (4) any
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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
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<PAGE>
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
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<PAGE>
(including, without limitation, events described in the preceding
sentence) affecting the Corporation or any Subsidiary or Affiliate
or the financial statements 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
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other taxes due with respect thereto, its xercise 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
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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 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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<PAGE>
AMEREN CORPORATION
P. O. BOX 66149, ST. LOUIS, MISSOURI 63166-6149 PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 28, 1998
The undersigned hereby appoints CHARLES W. MUELLER and JAMES C. THOMPSON, and
either of them, each with the power of substitution, as proxy for the
undersigned, to vote all the shares of capital stock of AMEREN CORPORATION
represented hereby at the Annual Meeting of Stockholders to be held at Powell
Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on April 28, 1998
at 9:00 A.M., and at any adjournment thereof, upon all matters that may be
submitted to a vote of stockholders including the matters described in the proxy
statement furnished herewith, subject to any directions indicated on the reverse
side of this proxy form and in their discretion on any other matter that may be
submitted to a vote of stockholders.
NOMINEES FOR DIRECTOR - WILLIAM E. CORNELUS, CLIFFORD L. GREENWALT, THOMAS
A. HAYS, RICHARD A LIDDY, GORDON R. LOHMAN,
RICHARD A. LUMPKIN, JOHN PETERS MacCARTHY, HANNE
M. MERRIMAN, PAUL L. MILLER, JR., CHARLES W.
MUELLER, ROBERT H. QUENON, HARVEY SALIGMAN,
CHARLES J. SCHUKAI, JANET MCAFEE WEAKLEY AND JAMES
W. WOGSLAND
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE hereof and return this proxy form
promptly in the enclosed envelope. If you attend the meeting and wish to change
your vote, you may do so automatically by casting your ballot at the meeting.
SEE REVERSE SIDE
<PAGE>
- - THANK YOU FOR YOUR PROMPT ATTENTION - -
FOLD AND DETACH HERE
<TABLE>
<S><C>
/ x / Please mark votes This proxy will be voted as specified below. If no direction is made, this
as in this example. proxy will be voted FOR all nominees listed on the reverse side and as
recommended by the Board on the other items listed below.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR ITEMS 1 AND 2. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE AGAINST ITEM 3
FOR all nominees WITHHOLD AUTHORITY
(except as listed all nominees
below)
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
ITEM 1 / / / / ITEM 2 / / / / / / ITEM 3 / / / / / /
ELECTION OF LONG-TERM ASSESSMENT OF
DIRECTORS INCENTIVE DECOMMISSIONING
PLAN COST
ATTENDANCE CARD REQUESTED / /
FOR ALL EXCEPT:__________________________________
SEE
DATED________________1998 REVERSE
SIDE
-------------------------------------------------------
SIGNATURE - Please sign exactly as name appears hereon.
-------------------------------------------------------
CAPACITY (OR SIGNATURE IF HELD JOINTLY)
Shares registered in the name of a Custodian or Guardian
must be signed by such. Executors, administrators,
trustees, etc. should so indicate when signing.
</TABLE>
