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:

[GRAPHIC OMITTED][GRAPHIC OMITTED]

NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT OF
AMEREN CORPORATION

Time: 9:00 A.M.
Tuesday
April 23, 200222, 2003

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 advise the Company in your proxy vote (by telephone or by checking the
appropriate box on the proxy card). Persons without tickets will be admitted to
the meeting upon verification of their stockholdings in the Company.

Please vote by proxy (via telephone or the enclosed proxy card) 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.

AMEREN CORPORATION

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 23, 2002,22, 2003, at 9:00 A.M., for the purposes of

(1)electing Directors of the Company for terms ending in April 2003;2004;

(2)considering a stockholder proposal relating to a financial assessmentthe storage of
the costs of decommissioningirradiated fuel rods at the Callaway Nuclear Plant; and

(3)acting on other proper business presented to the meeting.

The Board of Directors of the Company presently knows of no other business
to come before the meeting.

If you owned shares of the Company's Common Stock at the close of business
on March 11, 2002,2003, you are entitled to vote at the meeting and at any
adjournment thereof. All shareowners are requested to be present at the meeting
in person or by proxy so that a quorum may be assured.

You may vote via telephone or, if you prefer, you may sign and return the
enclosed proxy card in the enclosed envelope. Your prompt vote by proxy will
reduce expenses. Instructions for voting by telephone are included with this
mailing. If you attend the meeting, you may revoke your proxy by voting in
person.

By order of the Chairman and the Board of Directors.

STEVEN R. SULLIVAN
Secretary

St. Louis, Missouri
March 15, 200214, 2003

PROXY STATEMENT OF AMEREN CORPORATION
(First sent or given to stockholders March 15, 2002)14, 2003)

Principal Executive Offices:
One Ameren Plaza
1901 Chouteau Avenue, St. Louis, MO 63103

This solicitation of proxies is made by the Board of Directors of Ameren
Corporation (the "Company" or "Ameren") for the Annual Meeting of Stockholders
of the Company to be held on Tuesday, April 23, 2002,22, 2003, and at any adjournment
thereof.

As a result of a merger effective December 31, 1997 (the "Merger"), the
Company is a holding company, the principal first tier subsidiaries of which are
Union Electric Company, d/b/a AmerenUE ("Union Electric"), Central Illinois
Public Service Company, d/b/a AmerenCIPS ("CIPS"), Ameren Services Company
("Ameren Services"), AmerenEnergy Resources Company ("AER"), and AmerenEnergy,
Inc. AER is the parent company of AmerenEnergy Generating Company ("AEG"). On
January 31, 2003, the Company concluded its acquisition from The AES Corporation
of all of the common stock of CILCORP Inc. ("CILCORP") which owns, among other
interests, Central Illinois Light Company, now d/b/a AmerenCILCO ("CILCO").

VOTING

Who Can Vote

The accompanying proxy card represents all shares registered in the name(s)
shown thereon, including shares in the Company's DRPlus Plan. Participants in
the Ameren Corporation Savings Investment Plans and the Ameren Corporation
Long-Term Incentive Plan of 1998 will receive separate proxies for shares in
such plans.

Only stockholders of record at the close of business on the Record Date,
March 11, 2002,2003, are entitled to vote at the meeting. In order to conduct the
meeting, holders of more than one-half of the outstanding shares must be present
in person or represented by proxy so that there is a quorum. The voting
securities of the Company on March 5, 20022003 consisted of 143,169,989160,684,002 shares of
Common Stock. It is important that you vote promptly so that your shares are
counted toward the quorum.

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 any
matter, 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.

How You Can Vote

By Proxy. Before the meeting, you can give a proxy to vote your shares of
the Company's Common Stock in one of the following ways:

- by calling the toll-free telephone number; or

- by completing and signing the enclosed proxy card and mailing it in
time to be received before the meeting.

The telephone voting procedure is designed to confirm your identity and to
allow you to give your voting instructions. If you wish to vote by telephone,
please follow the enclosed instructions.

If you mail us your properly completed and signed proxy card, or vote by
telephone, your shares of the Company's Common Stock will be voted according to
the choices that you specify. If you sign and mail your proxy card without
marking any choices, your proxy will be voted as recommended by the Board - FOR
the Board's nominees for Director Item (1) and AGAINST Item (2). On any other
matters, the named proxies will use their discretion.

In Person. You may come to the meeting and cast your vote there. Only
stockholders of record at the close of business on the Record Date, March 11,
2002,2003, are entitled to vote at the meeting.

How You Can Revoke Your Proxy

You may revoke your proxy at any time after you give it and before it is
voted 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.

ITEMS TO BE CONSIDERED

Item (1): Election of Directors

The Company's Board of Directors is currently has fourteencomprised of twelve members.
WithThe membership was reduced from thirteen during 2002 upon the retirement
fromdeath of Director
Thomas H. Jacobsen in July. Director James W. Wogsland is completing his Board
service at the Board of Mrs. Janet McAfee Weakley underAnnual Meeting pursuant to the Company's age policy for
directors, thirteendirectors. Twelve directors are to be elected at the meetingAnnual Meeting to serve
until the next annual meeting of stockholders and until their successors are
elected and qualified. The nominees designated by the Nominating and Corporate
Governance Committee of the Board of Directors are listed below with information
about their principal occupations and backgrounds. 2
All of the nominees, except
Mr. Douglas R. Oberhelman, are currently directors of the Company.

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 1984 he became Chief Executive
Officer of Union Electric. In 1988 he was elected Chairman of the Board and
served in that capacity until his retirement in 1994. He is a member of the
Executive Committee, Contributions Committee and Contributions Committeesthe Nominating and Corporate
Governance Committee of the Board of Directors. Director of the Company since
1997. Other directorships: GenAmerica Financial
Corporation. Age: 70.71.

CLIFFORD L. GREENWALT

Retired Vice Chairman of the Company and retired President and Chief Executive
Officer of CIPSCO Incorporated 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 was elected Vice Chairman of Ameren upon the Merger. Mr. Greenwalt
retired in January 1998. He is a member of the Executive and Contributions
Committees of the Board. Director of the Company since 1997. Age: 69.70.

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. He is a member of the ExecutiveContributions Committee and the
Human Resources CommitteesCommittee and since February 2003, the Nominating and Corporate
Governance Committee of the Board. He was a member of the Executive Committee
until February 2003. Director of the Company since 1997. Other directorships:
Leggett & Platt Incorporated. Age: 69.

THOMAS H. JACOBSEN

Former Chairman of the Board, Firstar Corporation, a bank holding company. Mr.
Jacobsen was elected Chief Executive Officer of Mercantile Bancorporation Inc.,
a bank holding company, in 1989 and became Chairman of Firstar Corporation upon
Mercantile's merger with Firstar in 1999. He was elected to directorship with
U.S. Bancorporation upon its merger with Firstar in 2001. He is a member of the
Auditing Committee of the Board. Adviser to the Company's Board from 1997 until
he was elected Director of the Company's Board in 2001. Other directorships:
U.S. Bancorporation; Trans World Airlines. Age: 62.70.

RICHARD A. LIDDY

Retired Chairman of GenAmerica Financial Corporation, which provides life,
health, pension, annuity and related insurance products and services. Mr. Liddy
joined GenAmerica as President and Chief Operating Officer in 1988 and became
Chairman of GenAmerica Financial Corporation in 1995. Mr. Liddy is a member of
the Auditing andCommittee, Human Resources CommitteesCommittee and since February 2003, the
Executive Committee of the Board. Director of the Company since 1997. Other
directorships: Brown Shoe Company, Inc.; Ralcorp Holdings Inc.; Energizer
Holdings, Inc.; Reinsurance Group of America.CILCORP (since January 2003); CILCO (since January 2003). Age:
66.67.

GORDON R. LOHMAN

Retired 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 and Chairman in 1997. Mr. Lohman
is a member of the Executive and Human Resources Committees of the Board of
Directors. Director of the Company since 1997. Other directorships: Fortune
Brands, Inc. Age: 67.68.

RICHARD A. LUMPKIN

Chairman of Consolidated Communications, Inc., a telecommunications holding
company. Mr. Lumpkin assumed his present position as Chairman of Consolidated
Communications, Inc. on January 1, 2003 upon the acquisition of the former
Illinois Consolidated Telephone Company from McLeodUSA Incorporated. Prior to
the acquisition, Mr. Lumpkin had served as President and Chief Executive Officer of Illinois Consolidated
Telephone Company Mattoon, Illinois and Vice Chairman of McLeodUSA
Incorporated. Mr. Lumpkin was elected Treasurer of Illinois Consolidated
Telephone Company in 1968, President insince 1977 and was named to his present
position inalso Chairman and Chief Executive Officer since
1990. As a result of a September 1997 merger, he also serveshad served as Vice
Chairman of McLeodUSA Incorporated.Incorporated until April 2002. In order to complete a
recapitalization, McLeodUSA Incorporated filed, in January 2002, a prenegotiated
plan of reorganization through a Chapter 11 bankruptcy petition filed in the
United States Bankruptcy Court for the District of Delaware. In April 2002,
McLeodUSA Incorporated's plan of reorganization became effective and it emerged
from Chapter 11 protection. Mr. Lumpkin is a member of the Auditing Committee of
the Board. Director of the Company since 1997. Other directorships: McLeodUSA; First
Mid-Illinois Bancshares, Inc.; First Mid-Illinois Bank & Trust.Trust; CILCORP (since
January 2003); CILCO (since January 2003). Age: 67.68.

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 such position in
1988, he served as President and Chief Executive Officer of Centerre Bank, N.A.
He is Chairmana member of the Human Resources Committee, Nominating and Nominating CommitteesCorporate
Governance Committee and Executive Committee of the Board and
is a member of the Executive Committee.Board. Director of the
Company since 1997. Other directorships: Brown Shoe Company, Inc. Age: 68.

4
69.

HANNE M. MERRIMAN

Principal in Hanne Merriman Associates, Washington, D.C., retail business
consultants. Ms. Merriman is a member of the Contributions Committee and
Nominating Committeesand Corporate Governance Committee of the Board. Director of the
Company since 1997. Other directorships: Ann Taylor Stores Corporation; US
Airways Group, Inc.; State Farm Mutual Automobile Insurance Co.; The Rouse
Company; T. Rowe Price Mutual Funds; Finlay Enterprises, Inc. Age: 60.61.

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
Executive and Auditing CommitteeCommittees of the Board. Director of the Company since
1997. Other directorships: CILCORP (since January 2003); CILCO (since January
2003). Age: 59.60.

CHARLES W. MUELLER

Chairman and Chief Executive Officer of the Company, Union Electric and Ameren
Services.Services and Chairman of CILCORP AND CILCO. Mr. Mueller began his career with
Union Electric in 1961 as an engineer. He was named Treasurer in 1978, Vice
President-Finance in 1983, Senior Vice President-Administrative Services in
1988, President in 1993 and Chief Executive Officer in 1994. Mr. Mueller was
elected Chairman, President and Chief Executive Officer of Ameren upon the
Merger. He relinquished his position as President of Ameren, Union Electric and
Ameren Services in 2001. He was elected Chairman of CILCORP and CILCO in January
2003. He is a member of the Executive and Contributions Committees of the Board.
Director of the Company since 1997. Mr. Mueller is Chairman of the Federal
Reserve Bank of St. Louis. Other directorships: Union Electric (since 1993);
CIPS (since 1997); CILCORP (since January 2003); CILCO (since January 2003);
Angelica Corporation. Age: 63.64.

DOUGLAS R. OBERHELMAN

Group President of Caterpillar, Inc., the world's largest maker of construction
and mining equipment, diesel and natural gas engines and industrial gas
turbines. Mr. Oberhelman joined Caterpillar in 1975. He held financial and
marketing positions in North and South America before his appointment as
Managing Director of Shin Caterpillar Mitsubishi Ltd. (Toyko) in 1991. He was
elected a Vice President in 1995 when he served as the company's Chief Financial
Officer. In 1998, he accepted leadership of Caterpillar's Engine Products
Division. Mr. Oberhelman was elected a Group President in 2001 with
responsibility for Caterpillar's Asia-Pacific Division, global purchasing, and
financial and legal services. Age: 50.

HARVEY SALIGMAN

Partner of Cynwyd Investments, a family real estate partnership. Mr. Saligman
also served in various executive capacities in the consumer products industry
for more than 2535 years. He is Chairman of the Auditing Committee of the Board.
Director of the Company since 1997. Age: 63.

JAMES W. WOGSLAND

Retired Vice Chairman of Caterpillar, Inc. 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 the Company since 1997. Other directorships: CILCORP (since January
2003); CILCO (since January 2003). Age: 70.64.

The thirteentwelve nominees for Director who receive the most votes will be
elected. Stockholders may not cumulate votes in the election of directors.

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.

Certain Relationships and Related Transactions

The Board of Directors has determined that none of the Board nominees have
a material relationship with the Company, except Mr. Charles W. Mueller who is
the current Chairman and Chief Executive Officer of Ameren. Messrs. William E.
Cornelius and Clifford L. Greenwalt, former officers of the Company or its
affiliates, have been retired for over five years and are considered to no
longer have a material relationship with Ameren.

Mr. Douglas R. Oberhelman is an executive officer of Caterpillar Inc. which
has commercial relationships with certain of the Company's subsidiaries
(primarily the CILCORP companies) that provide regulated public utility energy
services and unregulated energy services. During 2002, revenues from
transactions with Caterpillar aggregated approximately $25 million excluding
revenues from the supply of regulated public utility services and revenues based
on competitive bid transactions. These transactions, many of which are for
multiple year terms, were entered into at arms length and did not exceed 5% of
Ameren's consolidated gross revenues for fiscal year 2002. Applying this
percentage of revenues test, the Board of Directors has determined that Mr.
Oberhelman does not have a material relationship with the Company. In 2003, an
existing contract between an Ameren public utility subsidiary and Caterpillar
for the supply of energy services will expire and is expected to be replaced
with a multi-year contract with an unregulated Ameren subsidiary that will
provide annual revenues of approximately $11 million. This transaction will not
cause unregulated revenues from Caterpillar to exceed 5% of Ameren's
consolidated gross revenues for fiscal year 2003.

Board Meetings, Age Policy, Board Committees, Executive Sessions of Non-employee
Directors and Directors' Compensation

Board Meetings - During 2001,2002, the Board of Directors met seven times. All
nomineesdirectors attended at leastor participated in 75% or more of the aggregate number of
meetings of the Board and the Board Committees of which they were members, and aggregate attendancemembers.
Director Jacobsen passed away in July 2002. Mr. Jacobsen attended or
participated in one of the nominees
asfour meetings of the Board of Directors (or 25%) and
one of the two Auditing Committee meetings (or 50%) held before his death. Mr.
Jacobsen was not a group exceeded 91%.member of any other committee of the Board.

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 annual meeting.
Director Janet McAfee WeakleyWogsland is completing herhis Board service at the Annual Meeting pursuant
to this age policy. In addition, the eligibility of former employees, except for
an employee who has been elected Chief Executive Officer of Ameren, Union
Electric or CIPS, is limited to the date upon which they retire, resign or
otherwise sever active employment with the respective company.

Board Committees - The Board of Directors has a standing Auditing
Committee, Contributions Committee, Executive Committee, Human Resources
Committee and Nominating Committees,and Corporate Governance Committee, the members of
which are identified in the biographies above. The Auditing Committee, Human
Resources Committee and Nominating Committeesand Corporate Governance Committee are
comprised entirely of outside directors. Eachnon-employee directors, each of the
members of the Auditing Committee is independentwhom are "independent" as
defined by the New York Stock Exchange listing standards.

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) reviewing with management and the independent accountants the 6
Company's
annual audited financial statements and recommending to the Board the inclusion
of such financial statements in the Company's Annual Report on SECSecurities and
Exchange Commission (the "SEC") Form 10-K; (4) recommending toreviewing with management and the
Boardindependent accountants the appointmentCompany's quarterly financial statements; (5)
reviewing with management and the independent accountants the Company's earnings
press releases; (6) appointing, compensating and overseeing of independent
accountants and approving fees for thepre-approving audit and other services they perform; and (5)(7)
reviewing the scope of audits and annual budget of the Company's internal
audit
department.auditors. The Auditing Committee regularly reviews its written charter and
recommends to the Board of Directors haschanges to the charter. The Board adopted
achanges to the charter in 2003, in part to take into account the adoption of the
Sarbanes-Oxley Act of 2002. A copy of the revised written charter forof the
Auditing Committee which was includedis attached hereto as an appendix to the proxy statement for
the 2001 Annual Meeting of Stockholders.Appendix A. The Auditing Committee held
fourseven meetings in 2001.2002.

The Contributions Committee makes policies and recommendations with respect
to charitable and other contributions. The Contributions Committee held threetwo
meetings in 2001.2002.

The Executive Committee has such duties as may be delegated to it from time
to time by the Board and has authority to act on most matters concerning
management of the business during intervals between Board meetings. The
Executive Committee held one meetingsix meetings in 2001.2002.

The Human Resources Committee considers the qualifications of executive
personnel and recommends changes therein, considers or recommends salary
adjustments for certain employeesreviews the compensation of the Chief
Executive Officers and other officers of the Company and its subsidiaries and
considers and acts on important policy matters affecting Company personnel. The
Human Resources Committee held sixthree meetings in 2001.2002.

The Nominating and Corporate Governance Committee (renamed in December
2002) reviews and makes recommendations to the Board about the Company's
governance processes, and considers and recommends for Board approval candidates
for the Board of Directors, as recommended by management, other members of the
Board, stockholders and other interested parties. For a description of the
procedure to be followed by stockholders in submitting recommendations for
director nominees, please refer to "Stockholder Proposals" on page 27 of this
proxy statement. The Nominating and Corporate Governance Committee held two
meetings in 2001.2002.

For information about the Company's corporate strategic planning process,
including the Board's involvement in such process, and for the written charter
of the Auditing Committee, please visit the Company's home page on the internetInternet
- - http://www.ameren.com

Executive Sessions of Non-employee Directors - The non-employee directors
meet privately in executive sessions to consider such matters as they deem
appropriate, without management being present, as a routinely scheduled agenda
item for every Board meeting. The first of these executive sessions of
non-employee directors was held in October 2002. Director John Peters MacCarthy
has been chosen as lead director to preside at such executive sessions.

Directors' Compensation - Directors who are employees of the Company do not
receive compensation for their services as a Director.

Each Director who is not an employee of the Company receives an annual
retainer of $20,000, an annual award of 400 shares of the Company's Common Stock
and a fee 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 and meeting
7
fees. 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.

Item (2): Stockholder Proposal Relating to a Financial Assessmentthe Storage of the Costs
of DecommissioningIrradiated Fuel Rods
at the Callaway Nuclear Plant

Proponents of the stockholder proposal described below notified the Company
of their intention to attend the 20022003 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 for such information.

WHEREAS:
Ameren is responsible for and liable for the ultimate dismantling ofAs long as the Callaway Nuclear Power Plantnuclear power plant operates, it will continue
generating radioactively and thermally hot, irradiated fuel rods that must be
cooled, after removal from the Reactor Vessel, and placed in wet storage in the
on-site Spent Fuel Pool for at least five years before they can be moved.

In 2002 the President and the returnCongress approved the siting of a federal
underground repository for irradiated fuel rods at Yucca Mountain, Nevada. The
repository is not yet finally designed or licensed; its construction will not be
completed until at least 2010. The nuclear industry describes Yucca Mountain as
one single site where all the nation's irradiated fuel rods could be
consolidated. However, since the irradiated rods of each plant must be kept at
that plant's site temporarily, submerged in water, highly radioactive rods will
continue to its
original, non-radioactive condition;be scattered at operating plants nationwide as long as nuclear
plants continue operating. The irradiated fuel rods must be kept isolated from
the biosphere for hundreds of thousands of years.

Capacity at Yucca Mountain is limited by law. Older irradiated fuel rods now
being stored at reactors older than Callaway will have priority for disposal
space. There may not be room for a sizable amount of Callaway's fuel rods in
this first national repository.

The US Nuclear Regulatory Commission license would allowhas granted the plantCompany permission to operatestore
far more irradiated rods in the Callaway Spent Fuel Pool than was intended in
the pool's initial design. Robert Alvarez, a former Energy Department senior
policy advisor, told a Senate hearing, "An attack against a spent fuel pool
could drain enough water to cause a catastrophic radiological fire that cannot
be extinguished." He cited a 1997 analysis that said such a fire could
contaminate up to 188 square miles.

On February 7, 2002, Homeland Security Director Tom Ridge said that structural
changes may be necessary to fortify nuclear plants against September 11 kinds of
attacks, and other threats not previously considered. He said, "there may
ultimately be some actual bricks and mortar adjustments that are made to some of
these facilities."

Construction on-site at the Callaway Plant of a fortified bunker or other
structure (below- or partially below-grade), that can be concealed from off-site
locations and be safeguarded, may be essential for the interim storage on-site
of Callaway's irradiated fuel rods.

RESOLVED:
In light of heightened public safety concerns, we request that the Company
prepare a totalreport, at reasonable cost, that outlines the current vulnerability
and substantial risks of 40 years (until 2024); however, accidents and/or
age-related degradation of vital safety components have caused reactors to be
shut down years before their licenses' expiration;

The longer Callaway operates, the greater will be the accumulation of
radioactivity, 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;

The longer Callaway operates, the greater will be the accumulationinterim storage of irradiated fuel rods which must be stored at the
plant in a fuel pool or dry casks
requiring surveillanceCallaway Plant and maintenancethat proposes measures to reduce those risks. A copy of the
report, omitting proprietary and security information, should be available to
shareholders on request by August 2003.

SUPPORTING STATEMENT

Ameren remains morally responsible and financially liable for Callaway, for
securing its radioactive wastes, and for protecting its workers and the public
into the indefinite future. The fuel rods
may someday be transported to a federal deep-geologic repository, but to date no
permanent disposal facility has been constructed and may never be;

Chelating agents, used in the chemical decontamination of nuclear plants to
dissolve radioactive corrosion products in the reactor vessel, coolant systems,
piping and other components, are known to cause the accelerated migration of
dissolved radioactive wastes out of burial trenches into the surrounding
environment;

We believe that no safe technology exists as yet for the remote-controlled
segmenting of Callaway's 330-ton, 40-foot-high reactor vessel - contaminated
with substances that will remain radioactive for thousands of years and longer;

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;

Estimates for decommissioning a reactor the size of Callaway range from $130
million to $3 billion, according to a 1988 U.S. Government Accounting Office
report.

RESOLVED: the shareholders request that Ameren provide for shareholders a
financial assessment of the comparative costs of decommissioning Callaway before
its 40-year operating license expires versus the costs of operating it for the
full licensed duration, including such costs as:

--the stockpiling of dangerous radioactive wastes for which no safe
solution may ever be found, and for which Ameren may remain morally and
financially liable for an indefinite time;
--the need for an increasing number of workers to repair or replace
worn-out, embrittled, malfunctioning or obsolete components in locations
within the plant that become more radioactive as the plant ages;
--increased security costs to address potential terrorist attacks and the
costs of potential accidents with resulting widespread contamination;

and provide a summary of this assessment in the next annual report, and provide
a copy of the full assessment to shareholders on request.

SUPPORTING STATEMENT

We believe an assessment of these comparative costsstudy is essential for realistic and
responsible economic and ethical planning.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM (2).

In light of the extensive regulation by the Nuclear Regulatory Commission
(the "NRC") on security issues at nuclear power plants and the proprietary
nature of the security information on estimated decommissioning costs
currently available,requested by this proposal, 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 costs estimates is includedIn March 2002 the Honorable Edward McGaffigan, Jr., Commissioner - NRC
stated: "Long before September 11, the NRC had put in place at
commercial nuclear power plants the Company's published financial statements;most robust security regime for
any commercial facilities in this country." U.S. nuclear power plants,
including the Callaway Plant, were the most secure of the nation's
industrial facilities before September 11, 2001, and security programs
have been significantly enhanced during the past year. In fact,
nuclear power plants are one of the benchmarks for industrial
security.

o The Missouri Public Service Commission requires updated
decommissioning cost studies every three years,nuclear power industry, including Callaway, has been closely
working with the NRC and copiesthe Office of Homeland Security to develop a
coordinated, seamless security system (including resources within and
beyond the studiesindustry's direct control) that assures that plants 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 Radiation dose to workers in 2001 was at an all-time low, even after
more than 17 years of operation;protected against any conceivable attack.

o The rangeindustry has analyzed the potential impacts of decommissioning cost estimates for otheraircraft attacks to
nuclear plants similar to Callaway is consistent with our estimate;

o The performance of vital safety components isand found that structures such as the containment
building and spent fuel pool would not allowed to degrade
and, with proper maintenance, age does not threaten continued plant
operation;

o As stated inbe breached by 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.aircraft
impact.

The Board believes that, inconsidering the absenceproprietary nature of anythe
information requested, the extensive regulation of the Callaway Plant by the NRC
and current on-going evaluations by the NRC and the Office of Homeland Security,
there are no compelling reasons to make public additional studies of Callaway
decommissioning costs, additionalPlant security. Additional expenditures for such information would be imprudent,
and therefore the Board recommends voting AGAINST ITEM (2).

Passage of the proposal requires the affirmative vote of a majority of the
votes cast.

Item (3): Other Matters

The Board of Directors does not know of any matter, other than the election
of Directors and the proposalsproposal set forth above, which may be presented to the
meeting.

SECURITY OWNERSHIP

Security Ownership of More Than 5% Stockholders - Based on an amendment to
a Schedule 13G filed with the Securities and Exchange CommissionSEC on February 11, 2002,12, 2003, AXA Financial, Inc.,
1290 Avenue of the Americas, New York, NY 10104, had sole power to dispose or
shared dispositive power over 6,899,706direct the disposition of 7,743,534 shares of the Company's Common Stock and
sole or shared voting power over 4,303,2705,613,740 of such shares. The total reported
shares represented approximately 4.99%5% of the outstanding Common Stock of the
Company on December 31, 20012002 and 4.84% of the outstanding shares on February 1,
2002.2003. Also filed on February 11, 2002,10, 2003, was an amendment to a Schedule 13G, for
Capital Research and Management Company, 333 South Hope Street, Los Angeles,
California 90071, which reported sole dispositive power over 7,437,80011,083,100 shares
of the Company's Common Stock and no voting power with respect to any such
shares. The total reported shares represented approximately 5.39%7.2% of the
outstanding Common Stock of the Company on December 31, 20012002 and 5.38%6.9% of the
outstanding shares on February 1, 2002.2003. Pursuant to Rule 13d-4, Capital Research
and Management Company disclaimed beneficial ownership of the reported shares.

1112

SECURITY OWNERSHIP OF MANAGEMENT

Shares of Common Stock
of the Company
Beneficially Owned
Name as of February 1, 2002
---- --------------------------

Paul A. Agathen 61,238
Donald E. Brandt 347
Daniel F. Cole 23,380
William E. Cornelius 12,807
Clifford L. Greenwalt 18,105
Thomas A. Hays 10,995
Thomas H. Jacobsen 7,922
Richard A. Liddy 5,209
Gordon R. Lohman 2,240
Richard A. Lumpkin 4,607
John Peters MacCarthy 10,895
Hanne M. Merriman 4,425
Paul L. Miller, Jr. 3,982
Charles W. Mueller 179,129
Gary L. Rainwater 47,920
Garry L. Randolph 28,818
Harvey Saligman 4,895
Janet McAfee Weakley 5,490
James W. Wogsland 3,064
All Directors, nominees for Director
and executive officers as a group 855,055
This column lists voting securities, including restricted stock held
by executive officers over which the officers have voting power but no
investment power. Also includes shares issuable within 60 days upon
the exercise of stock options as follows: Mr. Agathen, 51,700; Mr.
Cole, 17,075; Mr. Mueller, 152,575; Mr. Rainwater, 35,000; and Mr.
Randolph, 21,725. Reported shares include those for which a Director,
nominee for Director 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 Director, nominee for Director or executive officer does not
claim beneficial ownership.
Shares beneficially owned by all Directors, nominees for Director and
executive officers in the aggregate do not exceed one percent of any
class of equity securities outstanding.
Mr. Brandt resigned in August 2001. His shares reflect 347 shares of
vested restricted stock. Mr. Brandt forfeitedSecurity Ownership of Management - The following table sets forth certain
information known to the Company with respect to beneficial ownership of Ameren
Common Stock as of February 1, 2003 for (i) each Director and nominee for
Director of the Company, (ii) the Company's Chairman and Chief Executive Officer
and the four other most highly compensated executive officers of the Company
(and/or its subsidiaries) whose salary and bonus for the Company's 2002 fiscal
year were in excess of $100,000 named in the Summary Compensation Table below
(the "Named Executive Officers"), and (iii) all executive officers, Directors
and nominees for Director as a group.

Number of
Shares of
Common Stock Percent
Name Beneficially Owned Owned

Paul A. Agathen 87,898 *
Warner L. Baxter 35,945 *
William E. Cornelius 14,022 *
Clifford L. Greenwalt 18,767 *
Thomas A. Hays 11,666 *
Richard A. Liddy 9,279 *
Gordon R. Lohman 2,765 *
Richard A. Lumpkin 5,291 *
John Peters MacCarthy 11,566 *
Hanne M. Merriman 5,097 *
Paul L. Miller, Jr. 4,628 *
Charles W. Mueller 258,126 *
Douglas R. Oberhelman - *
Gary L. Rainwater 79,697 *
Garry L. Randolph 42,575 *
Harvey Saligman 5,566 *
James W. Wogsland 3,589 *

All Directors, nominees for
Director and executive officers *
as a group (47 persons) 1,181,716 *

* Less than one percent

This column lists voting securities, including restricted stock held
by executive officers over which the officers have voting power but no
investment power. Also includes shares issuable within 60 days upon
the exercise of stock options as follows: Mr. Agathen, 73,275; Mr.
Baxter, 29,050; Mr. Mueller, 214,375; Mr. Rainwater, 56,575; and Mr.
Randolph, 30,350. Reported shares include those for which a Director,
nominee for Director 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 Director, nominee for Director or executive officer does not
claim beneficial ownership.
For each individual and group included in the table, percentage
ownership is calculated by dividing the number of shares beneficially
owned by such person or

Footnote (2) to Security Ownership of Management (Cont.)

group as described above by the sum of the 159,716,534 shares of
Common Stock outstanding on February 1, 2003 and the number of shares
of Common Stock that such person or group had the right to acquire on
or within 60 days of February 1, 2003, including, but not limited to,
upon the exercise of options.
Director Hays' shares are held by TMH Investment Co. Ltd., a family
partnership of which he is the managing general partner.
Director Wogsland is completing his remaining 5,180
restricted shares in connection with his resignation.
Director Weakley is completing her Board service at the Annual
Meeting.
There are no family relationships between any Director, executive
officer, or person nominated or chosen by the Company to become a
Director or executive officer except that Charles W. Mueller is the
father of Michael G. Mueller, who is a Vice President of certain
Company subsidiaries.

The address of all persons listed above is c/o Ameren Corporation, 1901
Chouteau Avenue, St. Louis, Missouri 63103.

12Section 16(a) Beneficial Ownership Reporting Compliance - Section 16(a) of
the Securities Exchange Act of 1934, as amended, requires the Company's
directors and executive officers to send reports of their ownership of the
equity securities of the Company and its subsidiaries and of changes in such
ownership to the SEC and the New York Stock Exchange. SEC regulations also
require the Company to identify in this proxy statement any person subject to
this requirement who failed to file any such report on a timely basis. To the
best of the Company's knowledge, all required reports were filed on time and all
transactions by the Company's directors and executive officers were reported on
time during 2002, except that William Carr, Vice President of an Ameren
subsidiary until his retirement on July 1, 2002, through an oversight, filed one
late stock transaction report covering one transaction in Ameren Common Stock,
and Samuel Willis, Vice President of an Ameren subsidiary, through an oversight,
filed one late stock transaction report covering one transaction in Union
Electric Preferred Stock.

EXECUTIVE COMPENSATION

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate other filings with the Securities and Exchange
Commission,SEC, including this proxy
statement, in whole or in part, the following Ameren Corporation Human Resources
Committee Report on Executive Compensation shall not be deemed to be
incorporated by reference into any such filings.

Ameren Corporation Human Resources Committee Report on Executive Compensation

Ameren Corporation and its subsidiaries' (collectively referred to as
"Ameren") goal for executive compensation is to approximate the median of the
range of compensation paid by similar companies. Accordingly, the Human
Resources Committee of the Board of Directors of Ameren Corporation, which is
comprised entirely of non-employee Directors, makes annual reviews of the
compensation paid to the executive officers of Ameren. The Committee's
compensation decisions with respect to the five highest paid officers of Ameren
Corporation and its principal subsidiaries are subject to approval by such
company's Board of Directors. Following the annual reviews, the Committee
authorizes appropriate changes as determined by the three basic components of
the executive compensation program, which are:

o Base salary,

o A performance-based short-term incentive plan, and

o Long-term stock-based awards.

First, in evaluating and setting base salaries for executive officers,
including the Chief Executive Officers of Ameren Corporation and its
subsidiaries, 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 operations; the
impact of operating conditions; the effect of economic changes on salary
structure; and comparisons with compensation paid by similar companies. Such
considerations are subjective, and specific measures are not used in the review
process.

The second component of the executive compensation program is a
performance-based Executive Incentive Compensation Plan established by the
13
Ameren Corporation Board, which provides specific, direct relationships between
corporate results and Plan compensation. For 2001,2002, Ameren consolidated year-end
earnings per share (EPS) target levels were set by the Human Resources
Committee. There were three EPS performance levels established for 2002.
Threshold is the minimum EPS performance level that incentives will be funded;
Target is the goal or desired level of EPS performance; and Maximum is the
highest level of funding based on exceptional EPS performance. If EPS reaches at
least the threshold target level, the Committee authorizes incentive payments
with respect to the EPS performance level within prescribed ranges based on
individual performance and degree of responsibility. If EPS fails to reach the
threshold target level, no payments are made. Under the Plan, it is expected
that payments to the Chief Executive Officers of Ameren Corporation and its
subsidiaries will range from 0-90% of base salary. For 2001,2002, actual payments
ranged from 27.9%40% to 39.6%48% of base salary.

The third component of the 20012002 executive compensation program is the
Long-Term Incentive Plan of 1998, which also ties compensation to performance.
The Plan was approved by Ameren Corporation shareholders at its 1998 Annual
Meeting and provides for the grant of options, restricted stock, performance
awards, stock appreciation rights and other awards. The Human Resources
Committee determines who participates in the Plan and the number and types of
awards to be made. It also sets the terms, conditions, performance requirements
and limitations applicable to each award under the Plan. Since 2001, awards have
been exclusively in the form of restricted stock. Awards under the 1998 Plan
have been at levels that approximate the median of the range of awards granted
by similar companies.

In determining the reported 20012002 compensation of the Chief Executive
Officers, as well as compensation for the other executive officers, the Human
Resources Committee considered and applied the factors discussed above. Further,
the reported compensation reflects a level of achievement exceeding the
threshold but short of the next higher target level in 20012002 EPS. Authorized
compensation for the Company's executive officers fell within the ranges of
those paid by similar companies.

Human Resources Committee:

John Peters MacCarthy,
Chairman
Thomas A. Hays
Richard A. Liddy
Gordon R. Lohman

1416

Compensation Tables

The following tables containset forth compensation information, for the periods
indicated, for (a) the Chairman and ChiefCompany's Named Executive Officer ofOfficers for services rendered in
all capacities to the Company (b)
the four other most highly compensated executive officers of the Company (and/orand its subsidiaries) whosubsidiaries. No options were serving as executive officers at the end of 2001 and
(c) D. E. Brandt, who resigned as Senior Vice President of the Companygranted in
August
2001.fiscal year 2002 to any Named Executive Officer.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation Awards
------------------- -------------------
Restricted Securities
Name and Stock Underlying All Other
Principal Awards Options Compen-
Position Year Salary($) Bonus($) ($) (#) sation($)
- --------------------------- ---- --------- ----------------------- ------ --------- ---------- -------------

C. W. Mueller 2002 730,000 350,400 620,500 - 137,075
Chairman and 2001 700,000 277,200 594,991 - 146,651
Chairman andChief Executive 2000 660,000 235,200 - 108,100 79,421
Chief Executive 1999 580,000 206,000 - 75,300 45,850
Officer, Ameren,
Union Electric
and Ameren
Services

G. L. Rainwater 2002 500,000 200,000 375,020 - 22,237
President and 2001 446,667 139,430 251,997 - 24,762
President andChief Operating 2000 400,000 115,200 - 32,600 9,450
Chief Operating 1999 342,000 97,500 - 27,900 4,825
Officer, Ameren,
Union Electric
and Ameren
Services;
President and
Chief Executive
Officer, CIPS

G. L. Randolph 2002 309,000 93,936 185,385 - 17,496
Senior Vice 2001 291,000 74,900 174,594 - 20,062
Senior VicePresident, 2000 276,000 78,700 - 14,100 11,729
President, 1999 236,000 47,800 - 10,700 6,833
Union Electric,
CIPS and CIPSAEG

P. A. Agathen 2002 296,000 89,984 177,608 - 44,840
Senior Vice 2001 285,000 69,600 171,019 - 37,167
Senior VicePresident, 2000 272,000 71,800 - 32,600 27,408
President, 1999 242,000 65,300 - 27,900 22,435
Union Electric,
CIPS, Ameren
Services and
Ameren
ServicesAEG

1517

SUMMARY COMPENSATION TABLE (Cont.)

D. F. ColeW. L. Baxter 2002 293,333 128,000 168,003 - 3,408
Senior Vice 2001 246,667 70,220 138,012248,000 61,600 92,784 - 12,6915,095
President (Chief 2000 215,000 59,300220,000 47,000 - 32,600 9,286
AER; Senior 1999 168,300 48,500 - 10,700 5,957
Vice President,14,100 4,634
Financial Officer),
Ameren, CIPS,
Union Electric,
and
Ameren Services,
D. E. Brandt 2001 240,000 55,760 215,998 - 1,037,739
Former Senior 2000 342,000 82,100 - 32,600 47,117
Vice President, 1999 292,000 78,800 - 27,900 35,781
Ameren, Union
Electric and Ameren Services

Includes compensation received as an officer of Ameren and its
subsidiaries.
Amounts for each fiscal year represent bonus compensation earned for that
year payable in the subsequent year.
This column is based on the $41.57 closing price of Ameren Common Stock on
February 9, 2001, the date the restricted stock was awarded. The number of
restricted shares of Ameren Common Stock held at fiscal year end and the
value of such holdings, based on the number of restricted shares for which
restrictions have not lapsed times the closing market price at December 31,
2001 ($42.30 per share), was 15,225 shares and $644,018 for Mr. Mueller;
6,448 shares and $272,750 for Mr. Rainwater; 4,468 shares and $188,996 for
Mr. Randolph; 4,376 shares and $185,105 for Mr. Agathen; 3,532 shares and
$149,404 for Mr.Cole; and 5,527 shares and $233,792 for Mr. Brandt. Mr.
Brandt forfeited all except 347 shares of restricted stock in connection
with his resignation in August, 2001. Upon the achievement of certain
Company performance levels, restricted shares vest equally over a
seven-year period from the date of grant (one-seventh on each anniversary
date). The vesting period is reduced from seven years to three years if
Ameren's ongoing earnings per share achieve a prescribed growth rate over
the three-year period. Restricted stock that would otherwise vest remain
restricted until prescribed minimum stock ownership levels are satisfied by
the officer. Dividends declared on restricted shares are reinvested in
additional shares of Ameren Common Stock, which vest concurrently with the
restricted shares. The officers are entitled to voting privileges
associated with the restricted shares to the extent the restricted shares
have not been forfeited.
Amounts include matching contributions to the Company's 401(k) plan and
above-market earnings on deferred compensation. For fiscal year 2001,
amount includes (a) matching contributions to the Company's 401(k) plan and
(b) above-market earnings on deferred compensation, as follows:

Footnote to SUMMARY COMPENSATION TABLE (Cont.)

(a) (b)

C. W. Mueller $7,750 $118,680
G. L. Rainwater 7,462 12,051
G. L. Randolph 7,664 9,308
P. A. Agathen 6,787 26,970
D. F. Cole 7,657 3,573
D. E. Brandt 7,713 28,633

For fiscal year 2001, amount also includes the dollar value of insurance
premiums paid by the Company with respect to term life insurance for the
benefit of the executive officer, as follows:

C. W. Mueller $20,221
G. L. Rainwater 5,249
G. L. Randolph 3,090
P. A. Agathen 3,410
D. F. Cole 1,461
D. E. Brandt 1,393

For fiscal year 2001, amount also includes a payment of $1,000,000 for Mr.
Brandt in connection with his resignation from the Company and its
subsidiaries. See "Arrangements with Named Executive Officers" -
"Separation Agreement".

AEG

Includes compensation received as an officer of Ameren and its
subsidiaries.
Amounts for each fiscal year represent bonus compensation earned for that
year payable in the subsequent year.
This column is based on the closing market price of Ameren Common Stock on
the date the restricted stock was awarded (for 2002, $42.50 per share on
February 8, 2002 and for 2001, $41.57 per share on February 9, 2001). The
aggregate number of restricted shares of Ameren Common Stock held at
December 31, 2002 and the value of such holdings, based on the number of
restricted shares for which restrictions have not lapsed times the closing
market price at December 31, 2002 ($41.57 per share), was 31,663 shares and
$1,316,231 for Mr. Mueller; 16,213 shares and $673,974 for Mr. Rainwater;
9,374 shares and $389,677 for Mr. Randolph; 9,082 shares and $377,539 for
Mr. Agathen; and 6,717 shares and $279,226 for Mr. Baxter. Upon the
achievement of certain Company performance levels, restricted shares vest
equally over a seven-year period from the date of grant (one-seventh on
each anniversary date). The vesting period is reduced from seven years to
three years if Ameren's ongoing earnings per share achieve a prescribed
growth rate over the three-year period. Restricted stock that would
otherwise vest remain restricted until prescribed minimum stock ownership
levels are satisfied by the Named Executive Officer. Dividends declared on
restricted shares are reinvested in additional shares of Ameren Common
Stock, which vest concurrently with the restricted shares. The Named
Executive Officers are entitled to voting privileges associated with the
restricted shares to the extent the restricted shares have not been
forfeited.
Amounts include matching contributions to the Company's 401(k) plan and
above-market earnings on deferred compensation. For fiscal year 2002,
amount includes (a) matching contributions to the Company's 401(k) plan and
(b) above-market earnings on deferred compensation, as follows:

Footnote (4) to SUMMARY COMPENSATION TABLE (Cont.)

(a) (b)

C. W. Mueller $8,455 $105,600
G. L. Rainwater 8,312 6,798
G. L. Randolph 8,519 5,391
P. A. Agathen 8,481 32,472
W. L. Baxter - 2,311

For fiscal year 2002, amount also includes the dollar value of insurance
premiums paid by the Company with respect to term life insurance for the benefit
of the Named Executive Officer, as follows:

C. W. Mueller $23,020
G. L. Rainwater 7,127
G. L. Randolph 3,586
P. A. Agathen 3,887
W. L. Baxter 1,097

AGGREGATED OPTION EXERCISES IN 20012002
AND YEAR-END VALUES

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
- ---- --------------------- -------- ----------- ------------- ----------- -------------

C. W. Mueller - - 100,900 202,300 366,907 1,661,456168,525 134,675 739,802 1,173,236

G. L. Rainwater - - 19,875 66,425 78,928 526,47441,450 44,850 200,020 342,384

G. L. Randolph - - 14,675 27,825 53,156 222,89424,150 18,350 102,991 143,860

P. A. Agathen - - 34,625 68,375 114,651 533,884

D. F. Cole58,150 44,850 235,926 342,384

W. L. Baxter - - 5,982 42,568 23,337 420,049

D. E. Brandt 31,325 75,693 - - - -
No options were granted by the Company in 2001.
These columns represent the excess of the closing price of the Company's
Common Stock of $42.30 per share, as of December 31, 2001, above the
exercise price of the options. The amounts under the Exercisable column
report the "value" of options that are vested and therefore could be
exercised. The Unexercisable column reports the "value" of options that are
not vested and therefore could not be exercised as of December 31, 2001.
22,850 18,350 95,887 143,860

17 No options were granted by the Company in 2002.
These columns represent the excess of the closing price of the Company's
Common Stock of $41.57 per share, as of December 31, 2002, above the
exercise price of the options. The amounts under the Exercisable column
report the "value" of options that are vested and therefore could be
exercised. The Unexercisable column reports the "value" of options that are
not vested and therefore could not be exercised as of December 31, 2002.

Ameren Retirement Plan

Most salaried employees of Ameren and its subsidiaries earn benefits under
the Ameren Retirement Plan immediately upon employment. Benefits generally
become vested after five years of service. On an annual basis a bookkeeping
account in a participant's name is credited with an amount equal to a percentage
of the participant's pensionable earnings for the year. Pensionable earnings
equals base pay, overtime and annual bonuses, which are equivalent to amounts
shown as "Annual Compensation" in the Summary Compensation Table. The applicable
percentage is based on the participant's age as of December 31 of that year. If
the participant was an employee prior to July 1, 1998, an additional transition
credit percentage is credited to the participant's account through 2007 (or an
earlier date if the participant had less than 10 years of service on December
31, 1998).

Participant's Age Regular Credit for Transition Credit
on December 31 Pensionable Earnings* Pensionable Earnings Total Credits
Participant's Age Regular Credit for Transition Credit
on December 31 Pensionable Earnings* Pensionable Earnings Total Credits
- ----------------- --------------------- -------------------- -------------

Less than 30 3% 1% 4%

30 to 34 4% 1% 5%

35 to 39 4% 2% 6%

40 to 44 5% 3% 8%

45 to 49 6% 4.5% 10.5%

50 to 54 7% 4% 11%

55 and over 8% 3% 11%

* An additional regular credit of 3% is received for pensionable earnings
above the Social Security wage base.

These accounts also receive interest credits based on the average yield for
one-year U.S. Treasury Bills for the previous October, plus 1%. In addition,
certain annuity benefits earned by participants under prior plans as of December
31, 1997 were converted to additional credit balances under the Ameren
Retirement Plan as of January 1, 1998. When a participant terminates employment,
the amount credited to the participant's account is converted to an annuity or
paid to the participant in a lump sum. The participant can also choose to defer
distribution, in which case the account balance is credited with interest at the
applicable rate until the future date of distribution. Benefits are not subject
to any deduction for Social Security or other offset amounts.

1820

In certain cases pension benefits under the Retirement Plan are reduced to
comply with maximum limitations imposed by the Internal Revenue Code. A
Supplemental Retirement Plan is maintained by Ameren to provide for a
supplemental benefit equal to the difference between the benefit that would have
been paid if such Code limitations were not in effect and the reduced benefit
payable as a result of such Code limitations. The plan is unfunded and is not a
qualified plan under the Internal Revenue Code.

The following table shows the estimated annual retirement benefits,
including supplemental benefits, which would be payable to each executive
officerNamed Executive
Officer listed if he were to retire at age 65 at his 20012002 base salary and annual
bonus, and payments were made in the form of a single life annuity.

Name Year of 65th Birthday Estimated Annual Benefit

C. W. Mueller 2003 $367,000

G. L. Rainwater 2011 179,000

G. L. Randolph 2013 164,000

P. A. Agathen 2012 89,000

D. F. Cole 2018 144,000

D. E. Brandt* 2019 92,000

* Terminated employment in 2001. The amount shown is his estimated annual
benefit payable at age 65 with interest.Name Year of 65th Birthday Estimated Annual Benefit

C. W. Mueller 2003 $349,000

G. L. Rainwater 2011 180,000

G. L. Randolph 2013 158,000

P. A. Agathen 2012 86,000

W. L. Baxter 2026 135,000

ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS

Change of Control Severance Plan

Under the Ameren Corporation Change of Control Severance Plan, designated
officers of Ameren and its subsidiaries, including current officers of the Company named in the Summary Compensation Table,Named Executive Officers,
are entitled to receive severance benefits if their employment is terminated
under certain circumstances within three years after a "change of control". A
"change of control" occurs, in general, if (i) any individual, entity or group
acquires 20% or more of the outstanding Common Stock of Ameren or of the
combined voting power of the outstanding voting securities of Ameren; (ii)
individuals who, as of the effective date of the Plan, constitute the Board of
Directors of Ameren, or who have been approved by a majority of the Board, cease
for any reason to

constitute a majority of the Board; or (iii) Ameren enters
into certain business combinations, unless certain requirements are met
regarding continuing ownership of the outstanding Common Stock and voting
securities of Ameren and the membership of its Board of Directors.

Severance benefits are based upon a severance period of two or three years,
depending on the officer's position. An officer entitled to severance will
receive the following: (a) salary and unpaid vacation pay through the date of
termination; (b) a pro rata bonus for the year of termination, and base salary
and bonus for the severance period; (c) continued employee welfare benefits for
the severance period; (d) a cash payment equal to the actuarial value of the
additional benefits the officer would have received under Ameren's qualified and
supplemental retirement plans if employed for the severance period; (e) up to
$30,000 for the cost of outplacement services; and (f) reimbursement for any
excise tax imposed on such benefits as excess payments under the Internal
Revenue Code.

Separation Agreement

On August 29, 2001, the Company entered into a separation agreement with D.
E. Brandt in connection with his resignation. The agreement provides for the
following payments or benefits to Mr. Brandt: (i) a lump sum severance payment
of $1,000,000; (ii) reimbursement of up to $20,000 for tax, investment and legal
services incurred through December 31, 2002 and additional professional
consulting services at a cost of $300 in connection with his resignation; (iii)
18 months of senior executive level career transition services up to a maximum
cost of $27,500; (iv) interest of $15,903.77 on his 1999 and 2000 deferred
compensation accounts which had been forfeited on his resignation; (v) 347
shares of vested restricted stock; (vi) a pro-rated annual bonus for 2001 of
$55,760; (vii) continued medical, dental and Employee Assistance Plan coverage
through COBRA for up to 18 months with the premium for such coverage paid by the
Company; and (viii) rights to convert his current life insurance coverage.21

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate other filings with the Securities and Exchange
Commission,SEC, including this proxy
statement, in whole or in part, the following Auditing Committee Report and the
Performance Graph on page 25 shall not be deemed to be incorporated by reference
into any such filings.

AUDITING COMMITTEE REPORT

The Auditing Committee reviews Ameren Corporation's financial reporting
process on behalf of the Board of Directors. In fulfilling its responsibilities,
the Committee has reviewed and discussed the audited financial statements to be
included in the 20012002 Annual Report on SEC Form 10-K with Ameren's management and
the independent accountants. Management is responsible for the financial
statements and the reporting process, including the system of internal controls.
The independent accountants are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States.

The Auditing Committee has discussed with the independent accountants, the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the Auditing
Committee has discussed with the independent accountants, the accountants'
independence from Ameren and its management including the matters in the written
disclosures and the letter required by Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees, received from the independent
accountants. To ensure the independence of the accountants, Ameren has
instituted monitoring processes at both the internal management level and the
Auditing Committee level. At the management level, a vice president and the
corporate controller is required to review and pre-approve all engagements of
the independent accountants for any category of services. In addition, the
corporate controller is required to provide to the Auditing Committee at each of
its meetings a written description of all services performed by the independent
accountants and the corresponding fees. The monitoring process at the Auditing
Committee level includes a requirement that the Committee pre-approve the use of
the independent accountants to perform any category of services. At each
Auditing Committee meeting, the Committee will receive separate reports from the
independent accountants and the corporate controller concerning audit fees and
fees paid to the independent accountants for all other services rendered, with a
description of the services performed. The Auditing Committee has considered
whether the independent accountants' provision of the services covered under the
captions "Independent Accountants" - "Audit-Related Fees", "Tax Fees",
"Financial Information Systems Design and Implementation Fees" and "All Other
Fees" in the proxy statement is compatible with maintaining the accountants'
independence.independence and has concluded that the accountants' independence has not been
impaired by their engagement to perform these services.

In reliance on the reviews and discussions referred to above, the Auditing
Committee recommended to the Board of Directors that the audited financial
statements be included in Ameren's Annual Report on SEC Form 10-K for the year
ended December 31, 2001,2002, for filing with the Securities and Exchange Commission.

Auditing Committee:

Harvey Saligman, Chairman
Thomas H. Jacobsen
Richard A. Liddy
Richard A. Lumpkin
Paul L. Miller, Jr.
James W. Wogsland

2123

PERFORMANCE GRAPH

5 Year Cumulative Total Return
Ameren Corporation, S & P 500, EEI Index
Value of $100 invested 12/31/96, including reinvestment of dividends

1996 1997 1998 1999 2000 2001

AEE 100 $122.41 $127.59 $104.95 $158.80 $154.24
S&P 500 100 133.38 171.74 208.05 189.09 166.63
EEI Index 100 127.37 145.06 118.08 174.72 159.37
Information shown for Ameren Corporation prior to 1/1/98 is based on an
assumed aggregate investment of $100 on 12/31/96 in the Common Stock of
the companies whose Common Stock was exchanged for Ameren Common Stock in
the Merger, consisting of $74 invested in Union Electric Common Stock and
$26 invested in CIPSCO Incorporated Common Stock. Such amounts were
determined based upon the percentages, of the total number of shares of
Ameren Common Stock issued in the Merger, that were issued in exchange
for Common Stock of Union Electric and CIPSCO Incorporated.
Edison Electric Institute Index of 100 investor-owned electric utilities.

22PERFORMANCE GRAPH

5 Year Cumulative Total Return

Ameren Corporation, S&P 500 Index, EEI Index
Value of $100 invested 01/02/98, including reinvestment of dividends

YEAR 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
AEE 104.24 85.74 129.73 126.00 131.45
S&P 500 128.76 155.98 141.65 124.83 97.24
EEI Index 113.89 92.71 137.18 125.12 106.69

Edison Electric Institute Index of 100 investor-owned electric utilities.
Ameren Common Stock initially began trading on January 2, 1998, after the
completion of the Merger on December 31, 1997.

Note: Ameren management consistently cautions that the stock price performance
shown in the graph above should not be considered indicative of potential future
stock price performance.

INDEPENDENT ACCOUNTANTS

Fiscal Year 20012002

PricewaterhouseCoopers LLP served as the independent accountants for the
CompanyAmeren
and its subsidiaries in 2001.2002 (excluding CILCORP and CILCO acquired in 2003).
Representatives of the 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.

Audit Fees:

The aggregate fees billed or expected to be billed by
PricewaterhouseCoopers LLP for professional services rendered for (i) the audit
of the consolidated annual financial statements of the CompanyAmeren included in the
Company'sAmeren's
Annual Report to Shareholders (and incorporated by reference in the
Company'sAmeren's Form
10-K) and the annual financial statements of its subsidiaries included in their
Forms 10-K for fiscal year 2001 and2002; (ii) the reviews of the quarterly financial
statements included in the Forms 10-Q of the CompanyAmeren and its subsidiaries for such
fiscal yearyear; and (iii) for comfort letters and assistance with and review of
documents filed with the SEC, were $458,000.$740,400. All but $11,000$17,500 of the fees have
been billed through DecemberJanuary 31, 2001.2003.

Fees billed by PricewaterhouseCoopers LLP for audit services rendered to
Ameren and its subsidiaries during the 2001 fiscal year totaled $547,000.

Audit-Related Fees:

The aggregate fees billed or expected to be billed by
PricewaterhouseCoopers LLP for audit-related services rendered to Ameren and its
subsidiaries during the 2002 fiscal year totaled $345,200. All but $55,500 of
the fees have been billed through January 31, 2003. Such services consisted of :
(i) employee benefit plan audits - $109,000; (ii) assistance in responding to
SEC comment letters - $45,800; (iii) Ameren Energy EBIT audit - $32,250; (iv)
Illinois required audits - $19,500; (v) project development accounting
consultations - $8,900; (vi) sale-leaseback accounting treatment letter -
$2,500; (vii) CILCORP acquisition assistance - $25,000; (viii) CILCORP due
diligence assistance - $98,500; and (ix) stock transfer/registrar review -
$3,750.

Fees billed by PricewaterhouseCoopers LLP for audit-related services
rendered to Ameren and its subsidiaries during the 2001 fiscal year totaled
$279,750.

Tax Fees:

The aggregate fees billed by PricewaterhouseCoopers LLP for tax services
rendered to Ameren and its subsidiaries during the 2002 and 2001 fiscal years
totaled $65,500 and $209,100, respectively.

Financial Information Systems Design and Implementation Fees:

The CompanyAmeren and its subsidiaries did not engage PricewaterhouseCoopers LLP to
provide advice regarding financial information systems design and implementation
during the 2002 and 2001 fiscal year ended December 31, 2001.years.

All Other Fees:

Fees and out-of-pocket expensesThe aggregate fees billed or expected to be billed to the CompanyAmeren by
PricewaterhouseCoopers LLP during the Company's 20012002 fiscal year for all other services
rendered to the CompanyAmeren and its subsidiaries totaled $1,646,280.$99,800. Such services included auditsconsisted
of benefit plans,(i) state regulatory filingscommission rate case support - $48,300; (ii) reference
materials - $1,500; and financial
statement components ($107,000), audit related services ($402,950),(iii) internal audit support ($174,500), risk management consulting ($682,000)services pursuant to a 2001
engagement - $50,000.

Fees billed by PricewaterhouseCoopers LLP for all other services rendered
to Ameren and miscellaneous other ($279,830). All but $22,500 ofits subsidiaries during the fees have been billed
through December 31, 2001.2001 fiscal year totaled $1,068,430.

Fiscal Year 2002

After consideration of the recommendation of the2003

The Auditing Committee of the Board of Directors, the present members of
which are identified under "Item (1): Election of Directors" and in the Auditing
Committee Report, the Board of

Directors of the Company, at its meeting onin February 8, 2002,2003, selected
PricewaterhouseCoopers LLP as itsthe Company's independent accountants for 2002.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(A) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports of ownership and changes in
ownership of the Company's Common Stock. To the best of the Company's knowledge,
all required reports were filed on time and all transactions by the Company's
directors and executive officers were reported on time.2003.

STOCKHOLDER PROPOSALS

Any stockholder proposal intended for inclusion in the proxy material for
the Company's 20032004 Annual Meeting of Stockholders must be received by November
15, 2002.2003.

In addition, under the Company's By-Laws, stockholders 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, such notice must be received by the Secretary of the
Company at the principal executive offices of the Company not later than 60 or
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.

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 principals,
the beneficial owners of stock of the Company. Proxies may be solicited by
Directors, officers and key employees of the Company on a voluntary basis
without compensation. 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 STEVEN R. SULLIVAN, SECRETARY, P.O. BOX
66149, ST. LOUIS, MISSOURI 63166-6149.

FOR UP-TO-DATE INFORMATION ABOUT THE COMPANY, INCLUDING THE COMPANY'S SEC FORMS
10-K, 10-Q AND 8-K, PLEASE VISIT THE COMPANY'S HOME PAGE ON THE INTERNET -
http://www.ameren.com

2527

- - THANK YOU FOR YOUR PROMPT ATTENTION - -

FOLD AND DETACH HERE

/ 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 VOTE FOR ITEM 1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 2.

FOR all nominees WITHHOLD AUTHORITY
(except as listed all nominees
below) FOR AGAINST ABSTAIN

ITEM 1 / / / / ITEM 2 / / / / / /
ELECTION OF CALLAWAY
DIRECTORS DECOMMISSIONING
REPORT

ATTENDANCE CARD REQUESTED / /

FOR ALL EXCEPT: _______________________________________

SEE
(AMEREN LOGO) DATED ____________________2002 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 indicated when signing.

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 BEHELD ON APRIL 23,APPENDIX A
AUDITING COMMITTEE CHARTER

PURPOSE

The Auditing Committee of the Board of Directors assists the Board in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing and reporting practices of the Company and such other
duties as directed by the Board. The Auditing Committee is expected to maintain
free and open communication (including private executive sessions at least
annually) with the independent accountants and the management of the Company. In
discharging this oversight role, the Auditing Committee is empowered to
investigate any matter brought to its attention, with full power to retain
external auditors, outside counsel or other experts for this purpose.

AUDITING COMMITTEE COMPOSITION AND MEETINGS:

The Auditing Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall satisfy the independence
requirements of the New York Stock Exchange and Section 10A of the Securities
Exchange Act of 1934, as amended by the Sarbanes-Oxley Act of 2002, and the
rules promulgated thereunder. The undersigned hereby appoints CHARLES W. MUELLER, GARY L. RAINWATERChair and STEVEN
R. SULLIVAN,members of the Auditing Committee
will meet the applicable requirements of the Securities and Exchange Commission
and the New York Stock Exchange. Auditing Committee members shall not
simultaneously serve on the audit committees of more than two additional audit
committees of other public companies, unless the Board determines that service
by any member of the Auditing Committee on more than two additional audit
committees of other public companies (other than Ameren controlled companies)
would not impair the ability of such member to effectively serve on Ameren's
Auditing Committee. Directors' fees (including fees for attendance at meetings
of committees of the Board) are the only compensation that an Auditing Committee
member may receive from the Company.

The Board shall appoint the Chair and the other members of the Audit
Committee annually, considering the recommendation of the Nominating & Corporate
Governance Committee. If an Auditing Committee Chair is not designated or
present, the members of the Auditing Committee may, subject to the provisions of
the preceding paragraph, designate a Chair by majority vote of the Auditing
Committee membership.

A-1

The Chair shall be responsible for leadership of the Auditing Committee,
including overseeing the agenda, presiding over the meetings and reporting to
the Board. If the Chair is not present at a meeting, the members of the Auditing
Committee may designate a Chair. The Auditing Committee shall meet at least four
times each year (or more frequently if circumstances require) and hold such
other meetings from time to time as may be called by its Chair, the Chief
Executive Officer or any two members of the Committee. Meetings may also be held
telephonically or actions may be taken by unanimous written consent. A majority
of the members of the Auditing Committee shall constitute a quorum of the
Committee. The vote of a majority of the members of the full Auditing Committee
shall be the act of the Committee. Except as expressly provided in this Charter
or the By-laws of the Company or as required by law, regulations or NYSE listing
standards, the Auditing Committee shall fix its own rules of procedure.

AUDITING COMMITTEE AUTHORITY, DUTIES AND RESPONSIBILITIES

1. The Auditing Committee is directly responsible for the appointment,
compensation and oversight of the work of the independent accountants employed
by the Company (including resolution of disagreements between management and the
accountants regarding financial reporting) for the purpose of preparing or
issuing an audit report or related work. The independent accountants shall
report directly to the Auditing Committee.

2. The Auditing Committee shall have the sole authority to appoint or
replace the independent accountants that audit the financial statements of the
Company. The Auditing Committee shall have the ultimate authority and
responsibility to evaluate the performance of the independent accountants and,
where appropriate, replace the independent accountants. In the process, the
Auditing Committee will discuss and consider the accountants' written
affirmation that the accountants are in fact independent, will discuss the
nature and rigor of the audit process, receive and review all reports and will
provide to the independent accountants full access to the Auditing Committee
(and the Board) to report on any and all appropriate matters.

3. The Auditing Committee shall ensure that the independent accountants
submit on a quarterly basis to the Auditing Committee a statement delineating
all relationships between the independent accountants and the Company and
actively engage in a dialogue with the independent accountants with respect to
any disclosed relationships or services that may impact the accountants'
objectivity and independence; and, if deemed appropriate by the Auditing
Committee, recommend that the Board of Directors take appropriate action to
ensure the independence of the accountants.

A-2

4. The Auditing Committee shall review with the independent accountants
and with the internal auditors the proposed scope of the annual audit (including
planning, staffing, budget, locations and reliance upon management), past audit
experience, the Company's internal audit program, recently completed internal
audits and other matters bearing upon the scope of the audit. The Auditing
Committee shall approve all audit engagement fees and terms and other
significant compensation to be paid to the independent accountants as well as
approve all non-audit engagements with the independent accountants. The Auditing
Committee shall consult with management but shall not delegate these
responsibilities, except that pre-approvals of non-audit services may be
delegated to a single member of the Auditing Committee.

5. The Auditing Committee shall review and discuss with management and
the independent accountants the annual audited financial statements to be
included in the Company's Form 10-K filing, including matters regarding
accounting and auditing principles as well as internal controls that could have
a significant effect on the Company's financial statements and any other matters
required to be discussed by the Statement on Auditing Standards No. 61, as
modified or supplemented, relating to the conduct of them, eachthe audit, prior to the
filing of the Company's Form 10-K. The Auditing Committee shall also recommend
to the Board that the Company's annual financial statements, together with the
powerreport of substitution,their independent accountants as proxyto their examination, be included in
the Company's Form 10-K.

6. The Auditing Committee shall review and discuss with management and
the independent accountants the Company's quarterly financial statements and the
matters required to be discussed pursuant to Statement on Auditing Standards No.
61, as modified or supplemented, prior to the filing of the Company's Form 10-Q,
including the results of the independent accountants' reviews of the quarterly
financial statements to the extent applicable.

7. The Auditing Committee shall review and discuss with management and
the independent accountants, as applicable, (a) major issues regarding
accounting principles and financial statement presentations, including any
significant changes in the Company's selection or application of accounting
principles, and major issues as to the adequacy of the Company's internal
controls and any special audit

A-3

steps adopted in light of material control deficiencies; (b) analyses prepared
by management or the independent accountants setting forth significant financial
reporting issues and judgments made in connection with the preparation of the
financial statements, including analyses of the effects of alternative GAAP
methods on the financial statements; (c) any management letter provided by the
independent accountants and the management's response to that letter; (d) any
problems, difficulties or differences encountered in the course of the audit
work, including any disagreements with management or restrictions on the scope
of the independent accountants' activities or on access to requested information
and management's response thereto; (e) the effect of regulatory and accounting
initiatives, as well as off-balance sheet structures derivatives and liquidity
exposures, on the financial statements of the Company; (f) earnings press
releases (paying particular attention to any use of "pro forma," or "adjusted"
non-GAAP, information), as well as financial information and earnings guidance
(generally or on a case-by-case basis) provided to analysts and rating agencies;
and (g) suggestions or recommendations of the independent accountants or the
internal auditors regarding any of the foregoing items.

8. The Auditing Committee shall obtain and review a report from the
independent accountants at least annually regarding (a) the independent
accountants' internal quality-control procedures, (b) any material issues raised
by the most recent quality-control review, or peer review, of the firm, or by
any inquiry or investigation by governmental or professional authorities within
the preceding five years respecting one or more independent audits carried out
by the firm, (c) any steps taken to deal with any such issues, and (d) all
relationships between the independent accountants and the Company. The Auditing
Committee shall evaluate the qualifications, performance and independence of the
independent accountants, including a review and evaluation of the lead partner
of the independent accountant and taking into account the opinions of management
and the Company's internal auditors.

9. The Auditing Committee shall, commencing in 2004, ensure that the lead
audit partner of the independent accountants and the concurring audit partner
responsible for reviewing the audit are rotated at least every five years as
required by the Sarbanes-Oxley Act of 2002, and further consider rotation of the
independent accountant firm itself.

10. The Auditing Committee shall recommend to the Board policies for the
undersigned,Company's hiring of employees or former employees of the independent accountants
who were engaged on the Company's account (recognizing that the Sarbanes-Oxley
Act of 2002 does not permit the CEO, controller, CFO or chief accounting officer
to vote allhave participated in the sharesCompany's audit as an employee of capital stockthe independent
accountants during the preceding one-year period).

A-4

11. The Auditing Committee shall discuss with the independent accountants
any communications between the audit team and the audit firm's national office
respecting auditing or accounting issues presented by the engagement.

12. The Auditing Committee shall obtain and review disclosures made by the
Company's principal executive officer and principal financial officer regarding
compliance with their certification obligations as required under the
Sarbanes-Oxley Act of AMEREN CORPORATION
represented hereby at2002 and the Annual Meetingrules promulgated thereunder, including the
Company's disclosure controls and procedures and internal controls for financial
reporting and evaluations thereof.

13. The Auditing Committee shall meet on a regular basis with a
representative or representatives of Stockholdersthe internal auditors of the Company and
review the reports of the internal auditors.

14. The Auditing Committee shall review the independent accountants'
assessment of the Company's internal controls and internal auditing function.

15. The Auditing Committee shall review the appointment, replacement,
reassignment or dismissal of the internal audit manager or approve the retention
of, and engagement terms for, any third party provider of internal audit
services.

16. The Auditing Committee shall maintain and review annually procedures
for (a) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or auditing matters
and (b) the confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.

17. In conjunction with management, the internal auditors, and the
independent accountants, the Auditing Committee shall review significant
financial risks to be held at Powell
Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on April 23, 2002
at 9:00 A.M.,the Company and at any adjournment thereof, upon allthe steps taken to manage such risks.

18. The Auditing Committee shall review policies and procedures related to
officers' expense accounts and perquisites, including use of corporate assets.

19. The Auditing Committee shall review legal and regulatory matters that
may be
submittedhave a material effect on financial statements, related Company compliance
policies, and reports to regulators.

A-5

20. The Auditing Committee shall meet separately with internal auditors,
independent accountants and management at least quarterly.

21. The Auditing Committee shall regularly report its significant
activities and actions to the Board of Directors.

22. The Auditing Committee shall prepare a vote of stockholders including the matters describedreport for inclusion in the
Company's annual proxy statement furnished herewith, subjectas required by rules of the Securities and
Exchange Commission and submit it to any directions indicated on the reverse
sideBoard for approval.

23. The Auditing Committee shall annually review the performance of the
Auditing Committee.

24. The Auditing Committee shall review and reassess the adequacy of this
proxy formCharter on an annual basis and submit any recommended changes to the Board for
approval.

25. The Auditing Committee shall review any reports of the independent
accountants mandated by Section 10A of the Securities Exchange Act of 1934, as
amended, and obtain from the independent accountants any information with
respect to illegal acts in accordance with Section 10A.

While the Auditing Committee has the authority, duties and responsibilities set
forth in this Charter, the Auditing Committee's function is one of oversight.
The Company's management is responsible for preparing the Company's financial
statements and, along with the internal auditors, for developing and maintaining
systems of internal accounting and financial controls, while the independent
accountants will assist the Auditing Committee and the Board in fulfilling their
discretion onresponsibilities for their review of these financial statements and internal
controls. The Auditing Committee expects the independent accountants to call to
their attention any accounting, auditing, internal accounting control,
regulatory or other matterrelated matters that may be
submittedthey believe warrant consideration or
action. The Auditing Committee recognizes that the financial management and the
internal and outside accountants have more knowledge and information about the
Company than do Auditing Committee members. Consequently, in carrying out its
oversight responsibilities, the Auditing Committee does not provide any expert
or special assurance as to a vote of stockholders.

NOMINEES FOR DIRECTOR - WILLIAM E. CORNELUS, CLIFFORD L. GREENWALT,
THOMAS A. HAYES, THOMAS R. JACOBSEN, RICHARD A.
LIDDY, GORDON R. LOHMAN, RICHARD A. LUMPKIN,
JOHN PETERS MacCARTHY, HANNE M. MERRIMAN,
PAUL L. MILLER, JR., CHARLES W. MUELLER,
HARVEY SALIGMAN 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 attendCompany's financial statements or internal
controls or any professional certification as to the meeting and wish to change
your vote, you may do so automatically by casting your ballot at the meeting.

SEE REVERSE SIDEindependent accountants'
work.

A-6