UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrantþx

Filed by a Party other than the Registrant¨

Check the appropriate box:

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 box):

NOTICEOF ANNUAL MEETINGOF SHAREHOLDERS

AND PROXY STATEMENTOF AMEREN CORPORATION

IMPORTANT

If you plan to attend the annual meeting of shareholders, please advise the Company in your proxy vote (by telephone or the Internet or by checking the appropriate box on the proxy card) and bring the Admission Ticket on the reverse side of your proxy instruction card. Persons without tickets will be admitted to the meeting upon verification of their shareholdings in the Company. If your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on March 2, 2009,1, 2010, the record date for voting. Please note that cameras and other recording devices will not be allowed in the meeting.

PleaseImportant Notice Relating to the Voting of Your Shares: Under revised New York Stock Exchange rules, brokers are not permitted to exercise discretionary voting authority, as it pertains to the election of directors (whether contested or uncontested) with respect to shares for which voting instructions have not been received. Your vote is important, regardless of the number of shares you own. We urge you to please vote by proxy (via telephone or the Internet or the enclosed proxy card) as soon as possible even if you own only a few shares. This will help ensure the presence of a quorum at the meeting. Promptly voting by proxy will also help save the Company the expenses of additional solicitations. 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

NOTICEOF ANNUAL MEETINGOF SHAREHOLDERS

To the Shareholders of

AMEREN CORPORATION

We will hold the Annual Meeting of Shareholders of Ameren Corporation at the Chase Park Plaza Hotel, Khorassan Ballroom, 212 N. Kingshighway Blvd.,Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on Tuesday, April 28, 2009,27, 2010, at 9:00 A.M., for the purposes of

(1)    electing 1312 directors of the Company for terms ending at the annual meeting of shareholders to be held in 2010;2011;

(2)    ratifying the appointment of independent registered public accounting firm for the fiscal year ending December 31, 2009;2010;

(3)    considering a shareholder proposal relating to releases from thereport on Callaway Plant extension of operating license, if presented at the meeting; and

(4)    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 2, 2009,1, 2010, you are entitled to vote at the meeting and at any adjournment thereof. All shareholders 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 the Internet 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 or the Internet are included with this mailing. If you attend the meeting, you may revoke your proxy by voting in person.

By order of the Board of Directors.

Secretary

St. Louis, Missouri

March 11, 200910, 2010

TABLEOF CONTENTS

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PROXY STATEMENTOF AMEREN CORPORATION

(First sent or given to shareholders on or about March 11, 2009)10, 2010)

Principal Executive Offices:

One Ameren Plaza

1901 Chouteau Avenue

St. Louis, MO 63103

FORWARD-LOOKING INFORMATION

Statements in this proxy statement not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. These statements are intended to constitute “forward-looking” statements in connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Ameren Corporation (the “Company,” “Ameren,” “we,” “us” and “our”) is providing this cautionary statement to disclose that there are important factors that could cause actual results to differ materially from those anticipated. Reference is made to our Annual Report on Form 10-K for the year ended December 31, 20082009 (the “2008“2009 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for a list of such factors.

INFORMATION ABOUT THE ANNUAL SHAREHOLDERS MEETING

This solicitation of proxies is made by our Board of Directors for the Annual Meeting of Shareholders of the Company to be held on Tuesday, April 28, 200927, 2010 (the “Annual Meeting”), and at any adjournment thereof. Our Annual Meeting will be held at the Chase Park Plaza Hotel, Khorassan Ballroom, 212 N. Kingshighway Blvd.,Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, at 9:00 A.M. Central Time.

We are a holding company and our principal direct and indirect subsidiaries include Union Electric Company, doing business as AmerenUE (“UE”), Central Illinois Public Service Company, doing business as AmerenCIPS (“CIPS”), Central Illinois Light Company, doing business as AmerenCILCO (“CILCO”), CILCORP Inc. (“CILCORP”), Illinois Power Company, doing business as AmerenIP (“IP”), Ameren Services Company (“Ameren Services”) and Ameren Energy Generating Company (“AEG”).

VOTING

WHO CAN VOTE

The accompanying proxy card represents all shares registered in the name(s) shown thereon, including shares in our dividend reinvestment and stock purchase plan (“DRPlus Plan”), the 401(k) savings plan of Ameren, the Ameren Corporation Long-Term Incentive Plan of 1998 (“Long-Term Incentive Plan of 1998”) and the Ameren Corporation 2006 Omnibus Incentive Compensation Plan (“2006 Omnibus Incentive Compensation Plan”).

Only shareholders of record of our common stock, $0.01 par value (“Common Stock of recordStock”) at the close of business on the record date, March 2, 2009,1, 2010, are entitled to vote at the Annual Meeting. In order to conduct the Annual Meeting, holders of more than one-half of the outstanding shares entitled to vote must be present in person or represented by proxy so that there is a quorum. A quorum consists of a majority of the outstanding shares entitled to

vote, present or represented by

proxy. The voting securities of the Company on March 2, 2009,1, 2010, consisted of 212,768,239237,610,760 shares of Common Stock. Each share of Common Stock is entitled to one vote. 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 Annual Meeting, shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a matter and broker non-votes, (described below), shall be deemed to be represented at the meeting for quorum purposes. A “broker non-vote” occurs when shares are represented by a proxy, returned by a broker, bank or other fiduciary holding shares as the record holder in nominee or “street” name for a beneficial owner, which gives voting instructions as to at least one of the matters to be voted on but indicates that the record holder does not have the authority to vote or give voting instructions by proxy on a particular matter, such as a non-discretionary matter for which voting instructions have not been given to the record holder by the beneficial owner. Shares as to which voting instructions are given as to at least one of the matters to be voted on shall also be deemed to be so represented. If the proxy states how shares will be voted in the absence of instructions by the shareholder, such shares shall be deemed to be represented at the meeting.

The New York Stock Exchange (“NYSE”) permits brokers to vote their customers’ shares on routine matters when the brokers have not received voting instructions from their customers. The election of directors and the ratification of the appointment of independent registered public accountants are examplesis an example of a routine mattersmatter on which brokers may vote in this way. Brokers may not vote their customers’ shares on non-routine matters such as shareholder proposals unless they have received voting instructions from their customers. Non-votedUnder revised NYSE rules, brokers are not permitted to exercise discretionary voting authority as it pertains to the election of directors (whether contested or uncontested) with respect to shares on non-routine matters are called broker non-votes.for which voting instructions have not been received.

In all matters, including the election of directors, every decision of a majority of the shares entitled to vote on the subject matter and represented in person or by proxy at the meeting at which a quorum is present shall be valid as an act of the shareholders. In tabulating the number of votes on such matters (i) shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a matter shall be deemed to be represented at the meeting as to such matter, (ii) broker non-votes shall not be deemed to be represented at the meeting for the purpose of the vote on such matter or matters, (iii) except as provided in (iv) below, shares represented by a proxy as to which voting instructions are not given as to one or more matters to be voted on shall not be deemed to be represented at the meeting for the purpose of the vote as to such matter or matters, and (iv) a proxy which states how shares will be voted in the absence of instructions by the shareholder as to any matter shall be deemed to give voting instructions as to such matter. Shareholder votes are certified by independent inspectors of election.

The Board of Directors has adopted a confidential voting policy for proxies. This policy does not prohibit disclosure where it is required by applicable law.

HOW YOU CAN VOTE

By Proxy.  Before the Annual 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;

-    by using the Internet (http://www.proxyvote.com); or

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

The telephone and Internet voting procedures are designed to confirm your identity and to allow you to give your voting instructions. If you wish to vote by telephone or the Internet, please follow the instructions on your proxy card. Additional instructions will be provided on the telephone message and website. Please have your proxy card at hand when voting. If you vote by telephone or Internet, DO NOT mail a proxy card. The telephone and Internet voting facilities will close at 11:59 P.M. Eastern time on April 23, 2010.

If you mail us your properly completed and signed proxy card, or vote by telephone or the Internet, your shares of our 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), FOR ratifying the appointment of the independent registered public accounting firm Item (2), AGAINST the shareholder proposal Item (3), and in the discretion of the named proxies upon such other matters as may properly come before the meeting.

If you hold any shares in the 401(k) savings plan of Ameren, your completed proxy card or telephone or Internet proxy vote will serve as voting instructions to the plan trustee and the plan trustee will vote your shares as you have directed. However, your voting instructions must be received at least five days prior to the Annual Meeting in order to count. In accordance with the terms of the plan, the trustee will vote all of the shares held in the plansplan for which voting instructions have not been received in accordance with instructions received from an independent fiduciary designated by Ameren Services.

If you have shares registered in the name of a bank, broker, or other registered owner or nominee, you should receive instructions from that registered owner about how to instruct them to vote those shares.

In Person.  You may come to the Annual Meeting and cast your vote there. Only shareholders of record at the close of business on the record date, March 2, 2009,1, 2010, are entitled to vote at the Annual 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 entering a new vote by telephone or the Internet or 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 Annual Meeting. To revoke a proxy by telephone or the Internet, you must do so by 11:59 P.M. Eastern Time on April 24, 200923, 2010 (following the directions on the proxy card). Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

HOUSEHOLDINGOF PROXY STATEMENTSAND ANNUAL REPORTS

The Company is permitted and intends to mail only one annual report and one proxy statement to multiple registered shareholders sharing an address who have received prior notice of our intent and consented to the delivery of one annual report and proxy statement per address, so long as the Company has not received contrary instructions from one or more of such shareholders. This practice is commonly referred to as “householding.” Householding reduces the volume of duplicate information received at your household and the cost to the Company of preparing and mailing duplicate materials.

If you share an address with other registered shareholders and your household receives one set of the proxy statement and the annual report and you decide you want a separate copy of the proxy statement and/or the annual report, the Company will promptly mail your separate copy if you contact the Office of the Secretary, Ameren Corporation, P.O. Box 66149, St. Louis, Missouri 63166-6149 or by calling toll free 1-800-255-2237 (or

in the St. Louis area 314-554-3502). Additionally, to resume the mailing of individual copies of future annual reports and proxy statements to a particular shareholder, you may contact the Office of the Secretary, and your request will be effective within 30 days after receipt. You may request householding of these documents by providing the Office of the Secretary with a written request to eliminate multiple mailings. The written request must include names and account numbers of all shareholders consenting to householding for a given address and must be signed by those shareholders.

Additionally, the Company has been notified that certain banks, brokers and other nominees may household the Company’s annual report and proxy statement for shareholders who hold Company shares with the bank, broker or other nominee in “street” name and have consented to householding. In this case, you may request an individual copy of this proxy statement and/or the annual report by contacting your bank, broker or other nominee.

OTHER ANNUAL MEETING MATTERS

HOW YOU CAN OBTAIN MATERIALSFORTHE ANNUAL MEETING

This proxy statement and the accompanying proxy card are first being mailed to shareholders on or about March 11, 2009.10, 2010. In the same package with this proxy material, you should have received a copy of our 20082009 Form 10-K, including consolidated financial statements. When you receive this package, if all of these materials are not included, please contact us and a copy of any missing material will be sent at no expense to you.

You may reach us:

-    by mail addressed to

Office of the Secretary

Ameren Corporation

P.O. Box 66149, Mail Code 1370

St. Louis, MO 63166-6149

-    by calling toll free 1-800-255-2237 (or in the St. Louis area 314-554-3502).

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 28, 2009:27, 2010:

This proxy statement, the accompanying proxy card and our 20082009 Form 10-K, including consolidated financial statements, are also available to you at http://www.ameren.com/AmerenProxyMaterial.

HOW YOU CAN REVIEWTHE LISTOF SHAREHOLDERS

The names of shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and, for 10 days prior to the Annual Meeting, at the Office of the Secretary of the Company.

WEBCASTOFTHE ANNUAL MEETING

The Annual Meeting will also be webcast on April 28, 2009.27, 2010. You are invited to visit http://www.ameren.com at 9:00 A.M. CT on April 28, 2009,27, 2010, to hear the webcast of the Annual Meeting. On our home page, you will click on “Live Webcast Annual Meeting April 28, 2009,27, 2010, 9:00 A.M. CT,” then the appropriate audio link. The webcast will remain on our website for one year. You cannot record your vote on this webcast.

ITEMS YOU MAY VOTE ON

ITEM (1):  ELECTIONOF DIRECTORS

ThirteenTwelve directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In the absence of instructions to the contrary, executed proxies will be voted in favor of the election of the persons listed below. In the event that any nominee for election as director should become unavailable to serve, votes will be cast, pursuant to the enclosed

proxy card, for such substitute nominee or nominees as may be nominated by the Nominating and Corporate Governance Committee of the Board of Directors and approved by the Board of Directors. The Board of Directors knows of no reason why any nominee will not be able to serve as director. The 1312 nominees for director who receive the vote of at least a majority of the shares entitled to vote in the election of directors and represented in person or by proxy at the meeting at which a quorum is present will be elected. Shareholders may not cumulate votes in the election of directors. In the event any nominee for re-election fails to obtain the required majority vote, such nominee will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee will evaluate the best interests of the Company and its shareholders and will recommend to the Board the action to be taken with respect to any such tendered resignation. In the event any nominee, other than a nominee for re-election, fails to obtain the required majority vote, such nominee will not be elected to the Board and there will be a vacancy on the Board of Directors as a result thereof. Pursuant to the Company’s By-Laws and Articles of Incorporation, any vacancy on the Board of Directors shall be filled by a majority of the directors then in office.

Our Board of Directors is currently comprised of 1114 members. PursuantIn accordance with the director retirement age provisions of the Company’s Corporate Governance Guidelines, Susan S. Elliott is completing the term of her service as a director effective at the Annual Meeting. On February 12, 2010, our Board of Directors announced that both Gary L. Rainwater, Executive Chairman of Ameren, and Douglas R. Oberhelman, Vice Chairman and CEO-Elect of Caterpillar Inc., requested that the Board not nominate them for re-election to Ameren’s Board. Mr. Rainwater indicated that he will retire from Ameren at the Annual Meeting and Mr. Oberhelman requested not to be nominated for re-election due to increased responsibilities as CEO-Elect of Caterpillar Inc. We thank Ms. Elliott and Messrs. Rainwater and Oberhelman for their service, contributions and leadership throughout their tenure as directors and in the case of Mr. Rainwater, for his more than 30 years of service to the Company’s By-Laws,Company and its subsidiaries. As described in the second paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” below, the Board of Directors increasedhas nominated Steven H. Lipstein, who is not currently a director of the number of directors from 11 to 13 members to permit theCompany, for election of Ellen M. Fitzsimmons and Thomas R. Voss to the Board at the Annual Meeting.

On March 2, 2009, As a result of the Company issued a press release announcing thatforegoing, the size of the Board of Directors will be reduced to 12 members effective as of the Annual Meeting.

Ms. Elliott is currently Chairman and Chief Executive Officer of Systems Service Enterprises, Inc., a privately held information technology firm that she founded in 1966. Ms. Elliott has been a director of the Company since 2003. Ms. Elliott is a past Chairman of the Federal Reserve Bank of St. Louis and was also a director of Angelica Corporation from 1998 to 2006. Based primarily upon Ms. Elliott’s extensive executive management and leadership experience as the Chairman and Chief Executive Officer of an information technology firm; strong banking, accounting, financial, risk analysis, nuclear operations, corporate governance and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE

BOARDOF DIRECTORS” below, the Board determined that Ms. Elliott should serve as a director of Ameren at a special meetingthe time that this proxy statement is filed with the SEC.

Mr. Rainwater is currently Executive Chairman of the Company. Mr. Rainwater began his career with UE in 1979 as an engineer and has held onvarious positions with UE and other Ameren subsidiaries during his employment. Effective January 1, 2004, Mr. Rainwater was elected to serve as Chairman and Chief Executive Officer of the Company, UE and Ameren Services in addition to his position as President. At that time, he was also elected Chairman of CILCORP Inc. (a former Ameren subsidiary that merged into the Company in March 2,2010) (“CILCORP”) and CILCO in addition to his position as Chief Executive Officer and President of those companies which he assumed in 2003. In September 2004, upon Ameren’s acquisition of IP, Mr. Rainwater was elected Chairman, Chief Executive Officer and President of IP. He held the position of Chairman of CIPS, CILCO and IP after relinquishing his position as President in October 2004. Effective January 2007, Mr. Rainwater relinquished his positions as Chairman, President and Chief Executive Officer of UE and Ameren Services and as Chairman and Chief Executive Officer of CIPS, CILCO and IP. Effective May 1, 2009, elected Thomas R. Voss to theMr. Rainwater relinquished his position of President and Chief Executive Officer of the Company effective May 1, 2009. Mr. Voss will relinquish his positionsand remained as Executive Chairman of Executive Vice President and Chief Operating Officerthe Company. He has been a director of the Company since 2003 and a director of the following Ameren subsidiaries: CIPS (1997-2007); UE (1998-2007); CILCO (2003-2007); CILCORP (2003-2009); AEG (2000-2007); and IP (2004-2007). Based primarily upon Mr. Rainwater’s extensive executive management and leadership experience as the Executive Chairman of Ameren and the former Chairman, President and Chief Executive Officer of UE effective upon undertaking his new positionAmeren and CILCORP; 31 years of experience with the Company (or subsidiaries); strong strategic planning, financial, regulatory, nuclear operations and administrative skills and experience; and tenure and contributions as a current Board member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” below, the Board determined that Mr. Rainwater should serve as a director of Ameren at the Company. time that this proxy statement is filed with the SEC.

Mr. Voss will succeed Gary L. Rainwater whoOberhelman is relinquishing his current position of Presidentcurrently Vice Chairman and Chief Executive Officer-Elect of Caterpillar Inc., a maker of construction and mining equipment, diesel and natural gas engines and industrial gas turbines. Mr. Oberhelman joined Caterpillar in 1975. He was elected a Vice President in 1995 when he served as Caterpillar’s Chief Financial Officer. Mr. Oberhelman was elected a Group President in 2001 with responsibility for Caterpillar’s worldwide manufacturing, marketing and support of industrial and large power systems, industrial gas turbines and Progress Rail Services; and remanufacturing, human services and sustainable development functions. In October 2009, he was elected, effective January 1, 2010, as Caterpillar’s Vice Chairman and Chief Executive Officer-Elect until July 1, 2010, at which time he will be elected Chief Executive Officer and a member of Caterpillar’s board of directors. He has been a director of the Company effective May 1, 2009.since 2003 and of Eli Lilly and Company since 2008. Based primarily upon Mr. Rainwater will remainOberhelman’s extensive executive management and leadership experience as the Vice Chairman and Chief Executive Officer-Elect and the former Chief Financial Officer of an industrial manufacturing company; strong strategic planning, accounting, financial, risk analysis, corporate governance and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the position of Executive Chairman, subject to his re-election tofirst paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” below, the Board determined that Mr. Oberhelman should serve as a director of Ameren at the Annual Meeting. The Company also announcedtime that this proxy statement is filed with the Board of Directors nominated as directors Ms. Fitzsimmons and Mr. Voss.SEC.

INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS

The nominees for our Board of Directors are listed below, along with their age as of December 31, 2008,2009, tenure as director, other directorships held by such nominee during the previous five years and business background for at least the last five years. Each nominee’s biography below and Ms. Elliott’s and Messrs. Rainwater and Oberhelman’s biography above, also include a description of the specific experience, qualifications, attributes or skills of each director or nominee that led the Board to conclude that such person should serve as a director of Ameren at the time that this proxy statement is filed with the SEC. In addition to those specific experiences, qualifications, attributes or skills detailed below (or above, in the case of Ms. Elliott and Messrs. Rainwater and Oberhelman), each director or nominee has demonstrated the highest professional and personal ethics, a broad experience in business, government, education or technology, the ability to provide insights and practical wisdom based on their experience and expertise, a commitment to enhancing shareholder value, compliance with legal and regulatory requirements, and the ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management of the Company. In assessing the composition of the Board of Directors, the Nominating and Corporate Governance Committee recommends Board nominees so that collectively, the Board is balanced by having the necessary experience, qualifications, attributes and skills and that no nominee is recommended because of one particular criterion, except that the Nominating and Corporate Governance Committee does believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules. See “— Consideration of Director Nominees” below for additional information regarding director nominees and the nominating process.

Each nominee has consented to being nominated for director and has agreed to serve if elected. No arrangement or understanding exists between any nominee and the Company or, to the Company’s knowledge, any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee. All of the nominees are currently directors of the Company and have been previously elected by the Company’s shareholders at prior annual meetings, except for Ms. Fitzsimmons and Mr. Voss, both of whom were nominatedStephen R. Wilson, who was elected as directorsa director by the Board of Directors at a special meeting of the Board on March 2, 2009. Ms. Fitzsimmonsin December 2009, and Steven H. Lipstein, who was nominated to stand for election to the Board of Directors at a meeting of the Board in February 2010. Mr. Wilson was recommended to the Board by Mr. Rainwater,Thomas R. Voss, the President and Chief Executive Officer of the Company.Company and Mr. Voss is an executive officerLipstein was recommended for nomination by a non-management member of the Company.Board. 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 an executive officer of certain Company subsidiaries. See “— CORPORATE GOVERNANCE — Policy and Procedures With Respect to Related Person Transactions” below for further information on this family relationship and

another reportable family relationship with an employee of the Company who is not an executive officer. All of the nominees for election to the Board were unanimously recommended by the Nominating and Corporate Governance Committee of the Board of Directors and were unanimously nominated by the Board of Directors.

		STEPHEN F. BRAUER   Chairman and Chief Executive Officer of Hunter Engineering Company,a privately held firm that engages in the design, manufacture and sale of computer-based automotive service equipment worldwide. Mr. Brauer joined Hunter Engineering in 1971, became Chief Operating Officer in 1978 and Chief Executive Officer in 1980. In 2001, Mr. Brauer took a leave of absence from Hunter Engineering to become the United States ambassador to Belgium, serving two and one-half years in that capacity before returning to Hunter Engineering in 2003. Director of the Company since 2006. Age: 63.
		SUSAN S. ELLIOTT 64. Based primarily upon Mr. Brauer’s extensive 30-year executive management and leadership experience as the Chairman and Chief Executive Officer of Systems Service Enterprises, Inc.,an industrial manufacturing company; strong strategic planning, accounting, financial, risk analysis and administrative skills and experience; and tenure and contributions as a privately held information technology firm. Ms. Elliott founded Systems Service Enterprises, Inc.current Board and Board committee member, as well as those demonstrated attributes discussed in 1966. Directorthe first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Mr. Brauer should serve as a director of Ameren at the Company since 2003. Ms. Elliotttime that this proxy statement is a past Chairman offiled with the Federal Reserve Bank of St. Louis.SEC. Age:  71.
		ELLEN M. FITZSIMMONS   Senior Vice President of Law and Public Affairs, General Counsel and Corporate Secretary of CSX Corporation,a leading transportation supplier. Ms. Fitzsimmons joined CSX Corporation in 1991 and has served in her current position since December 2003. Ms. Fitzsimmons oversees all legal, government relations and public affairs activities for CSX. DuringCSX.During Ms. Fitzsimmons’ 17-year tenure with CSX, her responsibilities have included key roles in major risk and corporate governance-related areas. Director of the Company since April 2009. Age: 48.49. Based primarily upon Ms. Fitzsimmons’ extensive executive and leadership experience as the Senior Vice President, General Counsel and Corporate Secretary of a transportation supplier; strong legal, government relations, public affairs, regulatory, accounting, financial, risk analysis, internal audit, compliance, corporate governance and administrative skills and experience; and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Ms. Fitzsimmons should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.
		WALTER J. GALVIN   Senior Executive Vice President and Chief Financial OfficerChairman of Emerson Electric Co.,an electrical and electronic manufacturer. Mr. Galvin has served as Emerson’s Vice Chairman since October 2009. He served as Emerson’s Chief Financial Officer sincefrom 1993 and became a Senior Executive Vice President of Emerson in 2004.until February 2010. He has served as a management member of Emerson’s Board of Directors since 2000. Other directorships: Emerson Electric Co.; F.M. Global Insurance Company. Director of the Company since 2007. Other directorships: Emerson Electric Co. (2000-present); F.M. Global Insurance Company (1995-present). Age: 62.63. Based primarily upon Mr. Galvin’s extensive executive management and leadership experience as the Vice Chairman and former Chief Financial Officer of an industrial manufacturing company; significant accounting, financial, regulatory, compensation and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Mr. Galvin should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

		GAYLE P. W. JACKSON, PH.D..D.   President and Chief Executive Officer of Energy Global, Inc.,a consulting firm which specializes in corporate development, diversification and government relations strategies for energy companies. From 2002 to 2004, Dr. Jackson served as Managing Director of FE Clean Energy Group, a global private equity management firm that invests in energy companies and projects in Central and Eastern Europe, Latin America and Asia. Dr. Jackson is a past Deputy Chairman of the Federal Reserve Bank of St. Louis. Director of the Company since 2005. Other directorships: Atlas Pipeline Partners, L.P. (2005-2009); Atlas Energy, Inc. (2009-present). Age: 62.

63.

		Based primarily upon Ms. Jackson’s extensive executive management and leadership experience as the President and Chief Executive Officer of a consulting firm which specializes in corporate development, diversification and government relations strategies for energy companies; strong strategic planning, marketing, banking, regulatory, financial and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Ms. Jackson should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.
		JAMES C. JOHNSON   Retired Vice President and Assistant General Counsel, Commercial Airplanes of The Boeing Company,an aerospace and defense firm. Mr. Johnson joined The Boeing Company in May 1998 and has served in a number of responsible positions since that time, including serving as Vice President, Corporate Secretary and Assistant General Counsel from December 2003 and, most recently,as Vice President and Assistant General Counsel, Commercial Airplanes from November 2007 to his current position since November 2007.retirement in March 2009. Director of the Company since 2005. Other directorships: Hanesbrands Inc. (2006-present). Age: 56.57. Based primarily upon Mr. Johnson’s extensive executive management and leadership experience as the former Vice President and Assistant General Counsel of an aerospace and defense firm; strong legal, compliance, risk analysis, board-management relations, corporate governance and compensation skills and experience; and tenure and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Mr. Johnson should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.
		STEVEN H. LIPSTEIN President and Chief Executive Officer of BJC HealthCare, one of the largest non-profit health care organizations in the U.S. Mr. Lipstein joined BJC HealthCare in 1999. From 1982 to 1999, Mr. Lipstein held various executive positions within The University of Chicago Hospitals and Health System and The Johns Hopkins Hospital and Health System. Effective January 2009, Mr. Lipstein was appointed Chairman of the Federal Reserve Bank of St. Louis. Age: 53. Based primarily upon Mr. Lipstein’s extensive executive management and leadership experience as the President and Chief Executive Officer of a health care organization; and strong strategic planning, banking, regulatory, financial and administrative skills and experience; as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Mr. Lipstein should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

		CHARLES W. MUELLER   Retired Chairman and Chief Executive Officer of the Company, UE and Ameren Services and retired Chairman of CILCORP and CILCO. Mr. Mueller began his career with UE in 1961 as an engineer and held various positions with UE and other Ameren subsidiaries during his employment. Mr. Mueller was elected Chairman, Chief Executive Officer and President of Ameren upon its formation in 1997. He was elected Chairman of CILCORP and CILCO in January 2003. Mr. Mueller retired as an officer of Ameren and its subsidiaries on December 31, 2003. Director of the Company since 1997. Other directorships: Angelica Corporation (1996-2008). Age: 70.
		DOUGLAS R. OBERHELMAN 71. Group President of Caterpillar Inc., a maker of constructionBased primarily upon Mr. Mueller’s extensive executive management and mining equipment, diesel and natural gas engines and industrial gas turbines. Mr. Oberhelman joined Caterpillar in 1975. He was elected a Vice President in 1995 when he servedleadership experience as Caterpillar’s Chief Financial Officer. Mr. Oberhelman was elected a Group President in 2001 and now has responsibility for Caterpillar’s diesel engine, Solar Turbines and Progress Rail services businesses; and remanufacturing and corporate human relations divisions. Director of the Company since 2003. Other directorships: Eli Lilly and Company. Age:  55.
		GARY L. RAINWATER Chairman, President and Chief Executive Officer of the Company and CILCORP (through April 30, 2009 and effective May 1, 2009, Executive Chairman of the Company). Mr. Rainwater began his career with UE in 1979 as an engineer and has held various positions with UE and other Ameren subsidiaries during his employment. Effective January 1, 2004, Mr. Rainwater was elected to serve asformer Chairman and Chief Executive Officer of the Company, UE and Ameren, Services in addition to his position as President. At that time, he was also elected Chairman of CILCORP and CILCO in addition to his position as Chief Executive Officer and President of those companies which he assumed in 2003. In September 2004, upon Ameren’s acquisition of IP, Mr. Rainwater was elected Chairman, Chief Executive Officer and President of IP. He held the position of Chairman of CIPS, CILCO and IP after relinquishing his position as President in October 2004. Effective January 2007, Mr. Rainwater relinquished his positions as Chairman, President and Chief Executive Officer of UE and Ameren Services, and as Chairman and Chief Executive Officer of CIPS, CILCO and IP. Effective May 1, 2009, Mr. Rainwater will relinquish his position of President and Chief Executive Officer of the Company. He will remain Executiveformer Chairman of CILCORP and CILCO; 49 years of experience with the Company subject to his re-election at(or subsidiaries); strong strategic planning, financial, regulatory, nuclear operations and administrative skills and experience; and significant tenure and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the Annual Meeting. Director offirst paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Company since 2003. Director of the following Ameren subsidiary: CILCORP (through April 30, 2009). Due toBoard determined that Mr. Rainwater’s change in position as discussed above, in 2009, he was not nominated for re-electionMueller should serve as a director of CILCORP.Ameren at the time that this proxy statement is filed with the SEC. Age:  62.

		HARVEY SALIGMAN   Partner of Cynwyd Investments,a family real estate partnership. Mr. Saligman has been a partner of Cynwyd Investments since 1996. He also served in various executive capacities in the consumer products industry for more than 35 years. Director of the Company since 1997. Age: 70.71. Based primarily upon Mr. Saligman’s extensive executive management and leadership experience as a partner with a real estate firm and the former Chief Executive Officer of a consumer products company; strong strategic planning, accounting, financial, risk analysis, compensation, corporate governance and administrative skills and experience; and significant tenure and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Mr. Saligman should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.
		PATRICK T. STOKES   Former Chairman of Anheuser-Busch Companies, Inc.,which was the holding company parent of Anheuser-Busch, Incorporated, a producer and distributor of beer, which was acquired by InBev N.V./S.A. in November 2008. Mr. Stokes served as Chairman of Anheuser-Busch Companies, Inc. from December 2006 to November 2008 and was affiliated with Anheuser-Busch since 1969. He served as Senior Executive Vice President of Anheuser-Busch Companies, Inc. from 2000 to 2002 and as President and Chief Executive Officer from 2002 until December 2006. Director of the Company since 2004. Director of the following Ameren subsidiary: CILCORP an Ameren subsidiary, since 2008.(2008-March 2010). Other directorships: Anheuser-Busch Companies, Inc. (2000-2008); U.S. Bancorp.Bancorp (1992-present). Age: 66.67. Based primarily upon Mr. Stokes’ extensive executive management and leadership experience as the former Chairman, President and Chief Executive Officer of a beverage producer and distributor; strong strategic planning, banking, regulatory, financial, risk analysis, compensation, corporate governance and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Mr. Stokes should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

		THOMAS R. VOSS   President and Chief Executive Officer of the Company (effective May 1, 2009; Executive Vice President and Chief Operating Officer of the Company and Chairman, President and Chief Executive Officer of UE (throughthrough April 30, 2009 and effective May 1, 2009, President and Chief Executive Officer of the Company)2009).Mr. Voss began his career with UE in 1969. He was elected Senior Vice President of UE, CIPS and Ameren Services in 1999, of AEG in 2001, of CILCORP and CILCO in 2003 and of IP in September 2004. He was elected Executive Vice President and Chief Operating Officer of the Company effective January 1, 2005 and Executive Vice President of UE, CIPS, CILCORP, CILCO and IP effective in May 2006. In January 2007, Mr. Voss was elected Chairman, President and Chief Executive Officer of UE. In April 2007, in connection with certain organizational changes to the Company’s structure and reporting relationships, Mr. Voss relinquished his officer positions at CIPS, Ameren Services, CILCO and IP and in May 2007, he relinquished his officer positions at CILCORP and AEG. Effective May 1, 2009, Mr. Voss will assumeassumed the position of President and Chief Executive Officer of the Company and will relinquishrelinquished his positions of Executive Vice President and Chief Operating Officer of the Company and Chairman, President and Chief Executive Officer of UE. Director of the Company since April 2009. Director of the following Ameren subsidiary:subsidiaries: CIPS (2001-2008); UE (through April 28, 2009,(2001-2009); CILCO (2003-2008); AEG (2003-2008); IP (2004-2008); CILCORP (2003-2008; May 2009-March 2010). Age: 62. Based primarily upon Mr. Voss’s extensive executive management and leadership experience as the datePresident and Chief Executive Officer and former Executive Vice President and Chief Operating Officer of UE’s annual meetingAmeren, and the former Chairman, President and Chief Executive Officer of shareholders). As partUE; 41 years of experience with the organizational changes referred toCompany (or subsidiaries); strong strategic planning, financial, regulatory, nuclear operations and administrative skills and experience; and contributions as a current Board member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, in 2008,the Board determined that Mr. Voss was not nominated for re-electionshould serve as a director of CILCO, CILCORP, CIPSAmeren at the time that this proxy statement is filed with the SEC.
		STEPHEN R. WILSON Chairman, President and IP,Chief Executive Officer of CF Industries Holdings, Inc., a manufacturer and in 2009,distributor of nitrogen and phosphate fertilizer products. Mr. Wilson served as CF Industries Holdings’ Chief Financial Officer from 1991 until 2003, when he was not nominated for re-electionnamed President and Chief Executive Officer. He was elected Chairman of CF Industries Holdings, Inc. in 2005. Director of the Company since December 2009. Other directorships: CF Industries Holdings, Inc. (2005-present). Age: 61. Based primarily upon Mr. Wilson’s extensive executive management and leadership experience as the Chairman, President and Chief Executive Officer and the former Chief Financial Officer of an industrial manufacturing company; strong strategic planning, financial, risk analysis and administrative skills and experience, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Mr. Wilson should serve as a director of UE. Mr. VossAmeren at the time that this proxy statement is a nominee for election as a director of CILCORP effective May 1, 2009.filed with the SEC.

Age:  61.

		JACK D. WOODARD   Retired Executive Vice President and Chief Nuclear Officer of Southern Nuclear Operating Company, Inc., a subsidiary of The Southern Company, which is a utility holding company. Mr. Woodard joined The Southern Company system in 1971 and in 1993, Mr. Woodard was elected Executive Vice President and Chief Nuclear Officer of Southern Nuclear Operating Company, Inc. He retired in 2004. Mr. Woodard served as an independent advisor to Ameren’s Board of Directors and to the Board’s Nuclear Oversight Committee from 2005 until his election as a director. Director of the Company since 2006. Age: 65.66. Based primarily upon Mr. Woodard’s extensive executive management and leadership experience as the former Executive Vice President and Chief Nuclear Officer of a utilities company; experience as an advisor to Ameren’s Board and the Nuclear Oversight Committee prior to his election to Ameren’s Board and as a consultant to certain electric utilities and power generation equipment and services supplier companies; strong regulatory, nuclear operations and administrative skills and experience; and tenure and contributions as a current Board and Board committee member, as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS” above, the Board determined that Mr. Woodard should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

YOUR BOARDOF DIRECTORSUNANIMOUSLYRECOMMENDSTHATYOUVOTEFORTHEELECTIONOFTHESEDIRECTORNOMINEES.

BOARD STRUCTURE

Board and Committee Meetings and Annual Meeting Attendance

During 2008,2009, the Board of Directors met eight times. All directors attended or participated in 75 percent or more of the aggregate number of meetings of the Board and the Board Committees of which they were members.

The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 20082009 annual meeting, 10all of the 1311 then incumbent directors and 10all of the 1113 directors nominated for election in 20082009 were in attendance.

Director Qualification Standards

The Board of Directors, in accordance with NYSE listing standards, has adopted a formal set of Corporate Governance Guidelines which include certain director qualification standards.

Directors who attain age 72 prior to the date of an annual meeting are required to submit a letter to the Nominating and Corporate Governance Committee offering his or her resignation, effective with the end of the director’s elected term, for consideration by the Committee. The Nominating and Corporate Governance Committee will review the appropriateness of continued service on the Board of Directors by that director and make a recommendation to the Board of Directors and, if applicable, annually thereafter.

In addition, the Corporate Governance Guidelines provide that a director who undergoes a significant change in professional responsibilities, occupation or business association is required to notify the Nominating and Corporate Governance Committee and offer his or her resignation from the Board. The Nominating and Corporate Governance Committee will then evaluate the facts and circumstances and make a recommendation to the

Board whether to accept the offered resignation or request that the director continue to serve on the Board.

Board Leadership Structure

The Company’s By-Laws and Corporate Governance Guidelines delegate to the Board of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Board and Chief Executive Officer. This decision is based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors. The Board has determined that the Board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the Company, the skills and experience of Mr. Rainwater and Mr. Voss and succession planning, is a leadership structure based on the experienced leadership afforded by a full-time Executive Chairman (currently Mr. Rainwater, former Chairman, President and Chief Executive Officer of the Company) and a full-time Chief Executive Officer (currently Mr. Voss), both positions being subject to oversight and review by the Company’s independent directors. The Board recognizes that depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. A combined Chairman and Chief Executive Officer Board leadership structure has previously served the Company and its shareholders well and may serve them well in the future. The Company is committed to reviewing this determination on an annual basis.

The Board’s leadership structure is designed so that independent directors exercise oversight of the Company’s management and key issues related to strategy and risk. Only independent directors serve on the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee of the Board and all standing Board committees are chaired by independent directors. Additionally, non-management directors regularly hold executive sessions of the Board outside the presence of the Executive Chairman, the Chief Executive Officer or any other Company employee and meet in private session with the Chief Executive Officer at every regularly scheduled Board meeting. The Board’s independent directors also hold executive sessions at least once each year. Such executive sessions are led by the Lead Director (as defined and discussed below).

According to the Company’s Corporate Governance Guidelines, when the Chairman of the Board is the Chief Executive Officer or an employee of the Company, the Nominating and Corporate Governance Committee of the Board of Directors shall select an independent director to preside or lead at each executive session (which selection shall be ratified by vote of the non-management directors of the Board of Directors) (the “Lead Director”). The Company’s Corporate Governance Guidelines set forth, as described below, the authority, duties and responsibilities of the Board of Directors’ Lead Director: convene and chair meetings of the non-management directors in executive session at each Board meeting; convene and chair meetings of the independent directors in executive session no less than once each year; preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management directors and independent directors; solicit the non-management directors for advice on agenda items for meetings of the Board; serve as a liaison between the Chairman and Chief Executive Officer and the non-management directors; call meetings of the independent directors; collaborate with the Chairman and Chief Executive Officer in developing the agenda for meetings of the Board and approve such agendas; consult with the Chairman and Chief Executive Officer on information that is sent to the Board; collaborate with the Chairman and the Chief Executive Officer and the chairpersons of the standing committees in developing and managing the

schedule of meetings of the Board and approve such schedules; and if requested by major shareholders, ensure that he or she is available for consultation and direct communication. In performing the duties described above, the Lead Director is expected to consult with the chairs of the appropriate Board committees and solicit their participation. The Lead Director also performs such other duties as may be assigned to the Lead Director by the Company’s By-Laws or the Board of Directors.

Risk Oversight Process

Given the importance of monitoring risks, the Board has determined to utilize a committee specifically focused on oversight of the Company’s risk management. The Board has charged its Audit and Risk Committee with oversight responsibility of the Company’s overall business risk management process, which includes the identification, assessment, mitigation and monitoring of risks on a Company-wide basis. The Audit and Risk Committee meets on a regular basis to review the business risk management processes, at which time applicable members of senior management provide reports to the Audit and Risk Committee. While the Audit and Risk Committee retains this responsibility, it coordinates this oversight with other committees of the Board having primary oversight responsibility for specific risks (see “Board Committees–Standing Committee and Function” below). Each of the Board’s standing committees, in turn, receives regular reports from members of senior management concerning its assessment of Company risks within the purview of such committee.

Notwithstanding the Board’s oversight delegation to the Audit and Risk Committee, the entire Board is actively involved in risk oversight. The Audit and Risk Committee annually reviews for the Board which committees maintain oversight responsibilities described above and the overall effectiveness of the business risk management process. In addition, at each of its meetings, the Board receives a report from the Chair of the Audit and Risk Committee, as well as the chair of each of the other committees identified above, each of which is chaired by an independent director. The Board then discusses and deliberates on the Company’s risk management practices. Through the process outlined above, the Board believes that the leadership structure of the Board supports effective oversight of the Company’s risk management.

Board Committees

The Board of Directors has a standing Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight Committee, Public Policy Committee and Finance Committee, (established by the Board in December 2008), the members of which are identified below. The Audit and Risk Committee, Human Resources Committee and Nominating and Corporate Governance Committee are comprised entirely of non-management directors, each of whom the Board of Directors has determined to be “independent” as defined by the relevant provisions of the Sarbanes-Oxley Act of 2002, the NYSE listing standards and the Company’s Policy Regarding Nominations of Directors (the “Director Nomination Policy”). The Board of Directors dissolved its standing Executive Committee in April 2008.

Charter

The Audit and Risk Committee’s Charter is posted on the Company’s website, at http://www.ameren.com/Investors.

The Audit and Risk Committee’s Charter provides that the Committee’s duties include: (1) reviewing with management the design and effectiveness of the Company’s system of internal controls over financial reporting; (2) reviewing the scope and results of the annual audit and other services performed by the independent registered public accountants; (3) reviewing and discussing with management and the independent registered public accountants the Company’s annual audited financial statements and the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and recommending to the Board the inclusion of such financial statements in the Company’s Annual Report on SEC Form 10-K (see “AUDIT AND RISK COMMITTEE REPORT” below); (4) reviewing and discussing with management and the independent registered public accountants the Company’s quarterly financial statements and the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and authorizing the inclusion of such financial statements in the Company’s Quarterly Reports on SEC Form 10-Q; (5) reviewing with management and the independent registered public accountants the Company’s earnings press releases; (6) appointing, compensating, overseeing and evaluating the independent registered public accountants and pre-approving all audit and audit-related engagement fees and terms and other significant compensation to be paid to the independent registered public accountants; (7) pre-approving all non-audit engagements with the independent registered public accountants, except that pre-approvals of non-audit services may be delegated to a single member of the Audit and Risk Committee as described below under “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — POLICY REGARDINGTHE PRE-APPROVALOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROVISIONOF AUDIT, AUDIT-RELATEDAND NON-AUDIT SERVICES;” (8) reviewing and approving the annual internal audit plan, annual staffing plan and financial budget of the internal auditors; (9) reviewing the appointment of the Company’s internal audit manager, or approving the retention of any third party provider of internal audit services; (10) reviewing the performance of the Company’s internal audit function and ensuring that the Company maintains an internal audit function; (11) reviewing with management business risk management processes, including the identification, assessment, mitigation and monitoring of risk on a Company-wide basis; and (12) taking other actions as required by the Sarbanes-Oxley Act of 2002, the NYSE listing standards and its Charter. The Audit and Risk Committee has established a system to enable employees to communicate directly with the members of the Committee about deficiencies in the Company’s accounting, internal controls and financial reporting practices. The Audit and Risk Committee held 11 meetings in 2008. The Board of Directors has determined that each of the members of the Audit and Risk Committee is qualified to serve on the Audit and Risk Committee in accordance with the criteria specified in rules issued by the SEC and the NYSE. The Board of Directors has determined that Douglas R. Oberhelman qualifies as an “audit committee financial expert” as that term is defined by SEC rules.

The Audit and Risk Committee of Ameren Corporation performs its committee functions for all Ameren Corporation subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934.

CharterCORPORATE GOVERNANCE

Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct

The Board of Directors has adopted Corporate Governance Guidelines, a Director Nomination Policy, a Policy Regarding Communications to the Board of Directors, a Policy and Procedures With Respect to Related Person Transactions and written charters for its Audit and Risk Committee, Human Resources Committee’s Charter is postedCommittee, Nominating and Corporate Governance Committee, Nuclear Oversight Committee, Public Policy Committee and Finance Committee. The Board of Directors also has adopted the Company’s code of business conduct (referred to as its Corporate Compliance Policy) applicable to all of the Company’s directors, officers and employees, and the Company’s Code of Ethics for Principal Executive and Senior Financial Officers. These documents and other items relating to the governance of the Company can be found on the Company’sour website at http://www.ameren.com/Investors.

The Human Resources Committee’s Charter provides thatwww.ameren.com. These documents are also available in print free of charge to any shareholder who requests them from the Committee’s duties include: (1) reviewing and approving corporate goals and objectives relevant to compensation of Chief Executive Officers of the Company and its subsidiaries, evaluating performance and compensation of these officers in light of such goals and objectives and establishing compensation levels for these officers; (2) overseeing the evaluation of other executive officers of the Company and its subsidiaries and approving the general compensation program and salary structure of such executive officers; (3) administering and approving awards under the Company’s incentive compensation plan; (4) reviewing and approving any executive employment agreements, severance agreements, change in control agreements and determining policy with respect to Section 162(m) of the Internal Revenue Code of 1986 (the “IRC”); (5) reviewing and discussing with management the Compensation Discussion and Analysis sectionOffice of the Company’s Form 10-K and proxy statement; (6) preparing an annual report regarding the Compensation Discussion and Analysis section for the Company’s Form 10-K and proxy statement; and (7) acting on important policy matters affecting Company personnel.Secretary.

The Human Resources Committee held six meetings in 2008. See “EXECUTIVE COMPENSATION — HUMAN RESOURCES COMMITTEE REPORT” below.

The Human Resources Committee of Ameren Corporation performs its committee functions for all Ameren Corporation subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934.

Governance

The Human Resources Committee focuses on good governance practices in its operation. In 2008,2009, this included:

cumulative effect of the compensation decisions it has made over time, to determine whether the result has been excessive or unreasonable; the Committee concluded upon review that it was neither);

Delegation of Authority

In 2008, theThe Human Resources Committee has delegated authority to the Human Resources Administrative Committee, comprised of designated members of management, to approve employee separation packages forchanges to certain employees, not includingof the Executives, under certain circumstances.Company’s retirement plans.

Role of Executive Officers

During 2008, theThe role of executive officers in compensation decisions for 2009 is described below under “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Role of Executive Officers.” Neither Mr. Rainwater nor Mr. Voss, while Chief Executive Officer with input fromof the Senior Vice President and Chief Human Resources Officer (Ms. Donna Martin), recommended to the Committee

base salary, target short-term incentive levels, actual short-term incentive payouts and long- term incentive grants for the other Executives. The Human Resources Committee considered, discussed, modified as appropriate, and took action on such proposals. Mr. RainwaterCompany, was not involved in determining his own compensation. See “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Timing of Compensation Decisions and Awards” below.

Role of Compensation Consultants

In 2008,2009, the Human Resources Committee directly retained Hewitt Associates (“Hewitt”) as its outside compensation consulting firm. The Committee informed Hewitt in writing that it expected Hewitt to be frank and upfront with the Committee at all times and to advise the Committee if and when there were elements of management proposals to the Committee that Hewitt believed the Committee should not support. The Committee specified that the scope of Hewitt’s work with the Committee was to:

For 2008,2009, Hewitt provided the following services to the Committee:

made in 2009, changes to the executive severance plan in 2009 and changes to the deferred compensation program beginning in 2010; and

Hewitt representatives attended foursix of the sixseven Human Resources Committee meetings during 20082009 and, as described below, met separately with the Committee.

In 2004, the Human Resources Committee selected the principal executive compensation consultant from Hewitt that reports to the Committee. VariousDuring 2009, various factors contributecontributed to the autonomy of the executive compensation consultant, including the following: (1) the consultant doesdid not operate as the primary relationship manager for other work Ameren maymight do with the consultant’s firm,firm; and (2) the consultant meetsmet separately with the Committee members outside the presence of management at each meeting which the consultant attendsattended at the Committee’s request, and speaksspoke separately with the Committee Chair and other Committee members between meetings, as necessary or desired. In addition, Hewitt adopted a policy, effective October 1, 2007, that expressly providesprovided that the compensation of its executive compensation consultants willwould not be impacted by any other services Hewitt maymight provide to the clients served by those consultants, or by Hewitt’s overall profitability.

In early 2010, Hewitt spun off a portion of its executive compensation practice into a separate and independent entity named Meridian Compensation Partners, LLC (“Meridian”). For 2010, the Human Resources Committee has engaged Meridian as its independent compensation consultant.

HUMAN RESOURCES COMMITTEE INTERLOCKSAND INSIDER PARTICIPATIONAlso in 2009, Hewitt was retained by the Nominating and Corporate Governance Committee as its outside consulting firm with respect to director compensation matters. See “— Director Compensation” below for a description of the services Hewitt provided to the Nominating and Corporate Governance Committee in 2009. For 2010, the Nominating and Corporate Governance Committee has engaged Meridian as its outside consulting firm with respect to director compensation matters.

Human Resources Committee Interlocks and Insider Participation

The current members of the Human Resources Committee of the Board of Directors, Messrs. Johnson, Galvin, Saligman and Stokes, were not at any time during 20082009 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure under applicable SEC rules.

No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Company’s Board of Directors or the Human Resources Committee during 2008.

Charter

The Nominating and Corporate Governance Committee’s Charter is posted on the Company’s website, at http://www.ameren.com/Investors.

The Nominating and Corporate Governance Committee is responsible for the nomination of directors and the Company’s corporate governance practices. More specifically, the Charter provides that the Committee’s duties include: (1) adopting policies and procedures for identifying and evaluating director nominees, including nominees recommended by shareholders; (2) identifying and evaluating individuals qualified to become Board members, considering director candidates recommended by shareholders and recommending that the Board select the director nominees for the next annual meeting of shareholders; (3) reviewing the Board’s policy for director compensation and benefits; (4) establishing a process by which shareholders and other interested persons will be able to communicate with members of the Board; and (5) developing and recommending to the Board corporate governance guidelines applicable to the Company. The Nominating and Corporate Governance Committee also has oversight responsibilities with respect to the Company’s code of business conduct (referred to as its Corporate Compliance Policy), its Code of Ethics for Principal Executive and Senior Financial Officers and its Policy and Procedures With Respect to Related Person Transactions. See “— CORPORATE GOVERNANCE” below. The Nominating and Corporate Governance Committee held six meetings in 2008.

The Nominating and Corporate Governance Committee of Ameren Corporation performs its committee functions for all Ameren Corporation subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934.2009.

Consideration of Director Nominees

The Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with the Company’s Director Nomination Policy, a copy of which is attached hereto as Appendix A. Briefly, the Committee will consider as a candidate any director of the Company who has indicated to the Committee that he or she is willing to stand for re-election as well as any other person who is recommended by any shareholders of the Company who provide the required information and certifications

within the time requirements, as set forth in the Director Nomination Policy. The Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential

nominees. In 2008,2009, the Company made payments in the approximate amount of $140,000$2,038 to Spencer Stuart, Inc., which was engaged by the Committee, to assist in identifying and evaluating potential director nominees.

In considering a potential nominee for the Board, shareholders should note that in selecting candidates, the Nominating and Corporate Governance Committee endeavors to find individuals of high integrity who have a solid record of accomplishment in their chosen fields and who display the independence to effectively represent the best interests of all shareholders. Candidates are selected for their ability to exercise good judgment, and to provide practical insights and diverse perspectives. Candidates also will be assessed in the context of the then-current composition of the Board, the operating requirements of the Company and the long-term interests of all shareholders. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. Although the Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process and under no circumstances will the Committee evaluate nominees recommended by a shareholder of the Company pursuant to a process substantially different than that used for other nominees for the same election or appointment of directors.

The Nominating and Corporate Governance Committee considers the following qualifications at a minimum in recommending to the Board potential new Board members, or the continued service of existing members:

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such

other factors as it may deem are in the best interests of the Company and its shareholders. The Nominating and Corporate Governance Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules. In addition, because the Company is committed to maintaining its tradition of inclusion and diversity within the Board, each assessment and selection of director candidates will be made by the Nominating and Corporate Governance Committee in compliance with the Company’s policy of non-discrimination based on race, color, religion, sex, national origin, ethnicity, age, disability, veteran status, pregnancy, marital status, sexual orientation or any other reason prohibited by law. In connection with its periodic review of the Director Nomination Policy and at the time of consideration of each potential nominee to the Board, the Nominating and Corporate Governance Committee conducts an assessment of the effectiveness of its policy of diversity considerations regarding director candidates.

The Company’s Corporate Governance Guidelines provide that if a director has a significant change in professional responsibilities, occupation or business association, he or she is required to notify the Nominating and Corporate Governance Committee and offer his or her resignation from the Board. The Nominating and Corporate Governance Committee will evaluate the facts and circumstances and make a recommendation to the Board whether to accept the resignation or request the director to continue to serve on the Board. In accordance with the Corporate Governance Guidelines, Director Johnson offered his resignation from the Company’s Board of Directors effective at the February 2009 Board

meeting due to his anticipated retirement from The Boeing Company in late March 2009. The Nominating and Corporate Governance Committee at its February 2009 meeting evaluated the facts and circumstances involving Director Johnson’s offer to resign. The Nominating and Corporate Governance Committee recommended to the Board of Directors that the Board request that Director Johnson continue to serve as a Company director. The Nominating and Corporate Governance Committee and the Board of Directors concluded that Director Johnson’s continued service on the Board was in the best interests of the Company and its shareholders given his many contributions to the Board and the Company since becoming a director in 2005. Director Johnson did not participate in the Nominating and Corporate Governance Committee and Board deliberations relating to this matter. The Chairman of the Company’s Board of Directors, Gary L. Rainwater, also offered his resignation from the Board effective May 1, 2009. As discussed under “— ITEM (1): ELECTIONOF DIRECTORS” above, Mr. Rainwater is relinquishing his current position of President and Chief Executive Officer of the Company effective May 1, 2009. The Nominating and Corporate Governance Committee, at a special meeting in March 2009, evaluated the facts and circumstances involving Mr. Rainwater’s offer to resign. The Nominating and Corporate Governance Committee recommended to the Board of Directors that the Board request that Mr. Rainwater continue to serve on the Company’s Board of Directors as Executive Chairman, subject to his re-election to the Board at the Annual Meeting. The Nominating and Corporate Governance Committee and the Board of Directors concluded that Mr. Rainwater’s continued service on the Board was in the best interests of the Company and its shareholders given his many contributions to the Board and the Company and its subsidiaries. Mr. Rainwater did not participate in the Board deliberations relating to this matter.

The Company’s Director Nomination Policy requires all directors standing for re-election to agree that in the event any director fails to obtain the required majority vote at an annual meeting of shareholders, such director will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee and recommendation to the Company’s Board.

Charter

The Public Policy Committee’s Charter is posted on the Company’s website, at http://www.ameren.com/Investors.

The Public Policy Committee’s Charter provides that the Committee’s duties include (1) identifying, evaluating and monitoring matters relating to corporate citizenship, including, but not limited to, the support of charitable, political and educational organizations; relevant health and safety issues; and community and government relations; (2) reviewing the Company’s policies and practices relating to protecting the environment; (3) reviewing the Company’s position regarding relevant public affairs issues and keeping abreast of the Company’s involvement in key regulatory proceedings; (4) assuring that the Company addresses relevant public affairs issues from a perspective that emphasizes the interests of its key constituents, recognizing the long-term interests of shareholders; (5) reviewing and making recommendations to the Board on shareholder proposals, for inclusion in the Company’s proxy materials, that relate to public affairs and/or corporate social responsibility issues; and (6) reviewing annually with management the Company’s performance for the immediately preceding year regarding stakeholder relationships (including, as appropriate,

communities, customers, employees and shareholders). In connection with the formation of the Finance Committee in December 2008, directors Stephen F. Brauer and Walter J. Galvin were appointed by the Board to serve on the Finance Committee and upon such appointment, no longer served as members of the Public Policy Committee. Director Charles W. Mueller, who also was appointed to the Finance Committee, remained a member of the Public Policy Committee. The Public Policy Committee held six meetings in 2008.

Charter

The Finance Committee’s Charter is posted on the Company’s website, at http://www.ameren.com/Investors.

The Finance Committee, established by the Board in December 2008, maintains oversight responsibility with respect to certain financial affairs of the Company and its subsidiaries. The Finance Committee Charter provides that the Committee’s duties include: (1) overseeing the overall financial policies and objectives of the Company and its subsidiaries, including capital project review and approval of financing plans and transactions, investment policies and transactions and rating agency objectives and making recommendations regarding the Company’s dividend policy; (2) reviewing and recommending for approval by the Board the capital budget of the Company and its subsidiaries; (3) reviewing and approving all capital projects with estimated capital expenditures of between $25 million and $50 million, as well as monitor progress until completion; (4) reviewing and recommending for approval by the Board all capital projects with estimated capital costs in excess of $50 million, as well as monitor progress until completion; (5) reviewing and evaluating potential mergers, acquisitions, participations in joint ventures, divestitures and other similar transactions; (6) reviewing and approving the investment strategy and asset allocation guidelines for those pension plans sponsored and administered by the Company or one or more of its subsidiaries (“Company Pension Plans”); (7) approving actions or delegating responsibilities for the purpose of implementing the investment strategy and asset allocation guidelines for the Company Pension Plans; (8) reviewing and providing recommendations to the Board concerning the approval of amendments to the Company Pension Plans, except as otherwise delegated; (9) monitoring actuarial assumptions and reviewing the investment performance, funded status and projected contributions for the Company Pension Plans; and (10) (A) reviewing the Company’s and its subsidiaries’ capital markets and other financing plans, (B) reviewing and making recommendations to the Board with respect to the Company’s equity financings and (C) reviewing and approving the parameters for the material terms of the Company’s long-term debt financings and its subsidiaries’ long-term debt and equity issuances. The Finance Committee did not meet in 2008.

Charter

The Nuclear Oversight Committee’s Charter is posted on the Company’s website, at http://www.ameren.com/Investors.

The Nuclear Oversight Committee’s Charter provides that the Committee’s duties include providing Board-level oversight of the Company’s nuclear power facility as well as long-term plans and strategies of Ameren’s nuclear power program and making appropriate reports to the Board. The Nuclear Oversight Committee held six meetings in 2008.

Executive Sessions of Non-management Directors and of Independent Directors

The non-management 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. An executive session including only independent directors as defined by the NYSE listing standards is also held no less than once each year. During 2008,2009, all non-management directors were independent, except Jack D. Woodard for the first quarter of 2009, who was determined to be independent effective as of April 1, 2009, and Charles W. Mueller and Jack D. Woodard.Mueller. See “— Director Independence” below. Patrick T. Stokes served as Lead Director presiding at such executive sessions during 2008 after the retirement of Gordon R. Lohman from that position and the Board in April 2008.2009. The Lead Director’s duties include convening and chairing meetings of the non-management directors in executive session at each Board meeting; convening and chairing meetings of the independent directors in executive session at each Board meeting; presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management directors and independent directors; soliciting the non-management directors for advice on agenda items for meetings of the Board; serving as a liaison between the Chairman and the Chief Executive Officer and the non-management directors; calling meetings of the independent directors; collaborating with the Chairman and the Chief Executive Officer in developing the agenda for meetings of the Board and approving such agendas; consulting with the Chairman and the Chief Executive Officer on information that is sent to the Board; collaborating with the Chairman and the Chief Executive Officer and the chairpersons of the standing committees in developing and managing the schedule of meetings of the Board and approving such schedules; and if requested by major shareholders, ensuring that he is available for consultation and direct communication.

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct

The Board of Directors has adopted Corporate Governance Guidelines, a Director Nomination Policy, a Policy Regarding Communications to the Board of Directors, a Policy and Procedures With Respect to Related Person Transactions and written charters for its Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight Committee, Public Policy Committee and Finance Committee. The Board of Directors also has adopted the Company’s code of business conduct (referred to as its Corporate Compliance Policy) applicable to all of the Company’s directors, officers and employees and the Company’s Code of Ethics for Principal Executive and Senior Financial Officers. These documents and other items relating to the governance of the Company, including the Company’s corporate strategic planning process and the Board’s involvement in such process, can be found on our website at http://www.ameren.com. These documents are also available in print free of charge to any shareholder who requests them from the Office of the Company’s Secretary.

Director Independence

Pursuant to NYSE listing standards, the Company’s Board of Directors has adopted a formal set of categorical independent standards with respect to the determination of director independence. These standards are set forth in the Company’s Director Nomination Policy, as amended, in October 2008. The Director Nomination Policy was amended in response to

NYSE listed company corporate governance rule changes, effective September 11, 2008, with respect to two of its “bright-line” director independence tests and to reflect certain changes to the Company’s By-Laws relating to advance notice requirements for shareholder nominations of directors and for submitting other business before an annual meeting of shareholders. The NYSE independence tests (and the Director Nomination Policy) previously provided that a director may not be deemed independent if the director had received, or has an immediate family member (as defined under the NYSE listing standards) who had received, more than $100,000 in direct compensation from the listed company during any 12-month period within the last three years, other than director and committee fees and certain other types of compensation. The dollar threshold in this test was increased to $120,000, consistent with the dollar threshold under Item 404(a) of Regulation S-K, which governs the SEC’s disclosure requirements for related person transactions. In addition, the prior NYSE independence tests (and the Director Nomination Policy) precluded a director from being deemed independent if the director’s immediate family member served as a current employee in the audit, assurance or tax compliance practice of the Company’s internal or external auditor. Under the amended test, a director may still be considered independent if the director’s immediate family member currently works for the Company’s internal or external auditor, as long as the immediate family member is not a partner of the Company’s auditor or is not personally involved (and has not been personally involved for the past three years) in the Company’s audit. The Director Nomination Policy, as amended, is attached to this proxy statement as Appendix A. The provisions of the Director Nomination Policy regarding director independence meet and in some areas exceed the listing standards of the NYSE. In accordance with the Director Nomination Policy, in order to be considered independent a director must be determined to have no material relationship with the Company other than as a director. The Director Nomination Policy specifies the criteria by which the independence of our directors will be determined.

Under the Director Nomination Policy, an “independent director” is one who:

been part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that employs the director or an immediate family member of the director;

For purposes of determining a “material relationship,” the following standards are utilized:

For purposes of these independence standards, (i) immediate family members of a director include the director’s spouse, parents, stepparents, children, stepchildren, siblings, mother- and father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone (other than domestic employees) who shares the director’s home and (ii) the term “primary business affiliation” means an entity of which the director or the director’s immediate family member is a principal/executive officer or in which the director or the director’s immediate family member holds at least a five percent equity interest.

In accordance with the Director Nomination Policy, the Board undertook its annual review of director and director nominee independence. During this review, the Board considered transactions and relationships between each director and director nominee or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board also considered whether there were any transactions or relationships between directors, nominees or any member of their immediate family (or any entity of which a director, director nominee or an immediate family member is an executive officer, general partner or significant equity holder). As provided in the Director Nomination Policy, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the director or nominee is independent.

This review specifically included all transactions with entities with which the directors and nominees are associated. Certain directors are employed by or otherwise associated with

companies which purchased energy services from subsidiaries of the Company, which services were either rate-regulated or competitively bid. In particular, the Board reviewed non rate-regulated and non-competively bid transactions between subsidiaries of the Company and Emerson Electric Co., Caterpillar Inc. and Caterpillar Inc.BJC HealthCare and their respective subsidiaries and affiliates since the aggregate amount involved in such transactions exceeded $120,000. Mr. Galvin is the Chief Financial OfficerVice Chairman of Emerson Electric Co., which, together with its subsidiaries (“Emerson”), purchased rate-regulated energy services from and made utility pole attachment license payments to Company subsidiaries. Certain Company subsidiaries purchased, on a negotiated basis, engineering system support and consulting services as well as electric motors, control valves and associated instrumentation and other materials from Emerson. The Board determined that its subsidiaries followed the Company procurement and sales policies and procedures, that the amounts were well under the thresholds under the director independence requirements and that Mr. Galvin did not have a direct or indirect material interest in the transactions. Mr. Oberhelman is a Group PresidentVice Chairman and Chief Executive Officer-Elect of Caterpillar Inc. In addition, Mr. Oberhelman’s wife is the Chief Executive Officer of Cullinan Properties, Ltd. (“Cullinan Properties”), a real estate development firm. The transactions between Company subsidiaries and (1) Caterpillar Inc. and its subsidiaries and affiliates and (2) Cullinan Properties and its subsidiaries and affiliates are described below in this proxy

statement under the heading,caption, “Policy and Procedures With Respect to Related Person Transactions.”The Board determined that its subsidiaries followed Company procurement and sales policies and procedures and that the amounts were well under the thresholds under the director independence requirements. Mr. Lipstein is President and Chief Executive Officer of BJC HealthCare which, together with its affiliates (“BJC HealthCare”), purchased rate-regulated energy services from Company subsidiaries. Certain Company subsidiaries made claims payments, on a negotiated basis, to BJC HealthCare, one of the health care providers under our group health plan. The Board determined that its subsidiaries followed the Company procurement and sales policies and procedures, that the amounts were well under the thresholds under the director independence requirements and that Mr. Lipstein did not have a direct or indirect material interest in the transactions.

The Board also reviewed all contributions made by the Company and its subsidiaries to charitable organizations with which the directors or their immediate family members serve as an executive officer. The Board determined that the contributions were consistent with similar contributions, were approved in accordance with the Company’s normal procedures and were under the thresholds of the director independence requirements.

All of the referenced transactions were ordinary course commercial transactions made on an arms length basis. The Board considered each of these transactions and relationships and determined that none of them was material or affected the independence of directors involved under either the general independence standards contained in the NYSE’s listing standards or the categorical standards contained in our Director Nomination Policy.

As a result of this review, the Board, at its meeting in February 2009,2010, affirmatively determined that the following directors or nominees for director are independent under the standards set forth in the Director Nomination Policy: Stephen F. Brauer, Susan S. Elliott, Ellen M. Fitzsimmons, Walter J. Galvin, Gayle P.W. Jackson, James C. Johnson, Richard A. Liddy, Gordon R. Lohman,Steven H. Lipstein, Douglas R. Oberhelman, Harvey Saligman, Patrick T. Stokes, Stephen R. Wilson and Jack D. Woodard (effective as of April 1, 2009);Woodard; and that Gary L. Rainwater, and Charles W. Mueller are not independent under the Director Nomination Policy. Jack D. Woodard, a non-management director who was previously not considered an independent director, was determined to be independent effective April 1, 2009, which is more than three years since the last twelve-month period in which he received more than $120,000 for his services as an advisor to the Board and its Nuclear Oversight Committee. Additionally, the Board, at a special meeting in March 2009, affirmatively determined that Ellen M. Fitzsimmons, if elected to the Board at the Annual Meeting, is independent under the standards set forth in the Director Nomination Policy. The Board also determined that Thomas R. Voss if elected to the Board at the Annual Meeting, willare not be independent under the Director Nomination Policy.

All members of the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee of the Board of Directors are independent under the standards set forth in the Director Nomination Policy.

Policy and Procedures With Respect to Related Person Transactions

In 2007, the Board of Directors adopted the Ameren Corporation Policy and Procedures With Respect to Related Person Transactions. This written policy provides that the Nominating and Corporate Governance Committee will review and approve Related Person Transactions (as defined below); provided that the Human Resources Committee will review and approve the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose compensation exceeds $120,000. The Chair of the Nominating and Corporate Governance Committee has delegated authority to act between Committee meetings.

The policy defines a “Related Person Transaction” as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000 and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest, other than (1) competitively bid or regulated public utility services transactions,transactions; (2) transactions involving trustee type services,services; (3) transactions in which the Related Person’s interest arises solely from ownership of Company equity securities and all equity security holders received the same benefit on a pro

rata basis,basis; (4) an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction if (i) the compensation arising from the relationship or transaction is or will be reported pursuant to the SEC’s executive and director compensation proxy statement disclosure rules;rules, or (ii) the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under the SEC’s executive and director compensation proxy statement disclosure rules as compensation earned for services to the Company if the executive officer was a named executive officer as that term is defined in the SEC’s executive and director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to our Board of Directors for approval, by the Human Resources Committee of our Board of Directors; or (5) if the compensation of or transaction with a director is or will be reported pursuant to the SEC’s executive and director compensation proxy statement disclosure rules.

“Related Person” is defined as (1) each director, director nominee and executive officer of the Company, (2) five percent or greater beneficial owners, (3) immediate family members of the foregoing persons and (4) any entity in which any of the foregoing persons is a general partner or principal or in a similar position or in which such person and all other related persons to such person has a 10 percent or greater beneficial interest.

The Office of the Corporate Secretary of the Company will assess whether a proposed transaction is a Related Person Transaction for purposes of the policy.

The policy recognizes that certain Related Person Transactions are in the best interests of the Company and its shareholders.

The approval procedures in the policy identify the factors the Nominating and Corporate Governance Committee will consider in evaluating whether to approve or ratify Related Person Transactions or material amendments to pre-approved Related Person Transactions. The Nominating and Corporate Governance Committee will consider all of the relevant facts and circumstances available to the Nominating and Corporate Governance Committee, including (if applicable) but not limited to: the benefits to the Company; the impact on a director’s independence in the event the Related Person is a director, an immediate family member of a director or an entity in which a director is a general partner, 10 percent or greater shareholder or executive officer; the availability and costs of other sources for comparable products or services; the terms of the transaction; the terms available

to or from unrelated third parties or to employees generally; and an analysis of the significance of the transaction to both the Company and the Related Person. The Nominating and Corporate Governance Committee will approve only those Related Person Transactions (a) that are in compliance with applicable SEC rules and regulations, NYSE listing requirements and the Company’s policies, including but not limited to the Corporate Compliance Policy and (b) that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Nominating and Corporate Governance Committee determines in good faith.

The policy provides for the annual pre-approval by the Nominating and Corporate Governance Committee of certain Related Person Transactions that are identified in the policy, as the policy may be supplemented and amended. For 2008,2009, the Nominating and Corporate Governance Committee (and the Human Resources Committee, in the case of employment relationships involving compensation exceeding $120,000) approved, and for 20092010 pre-approved, in accordance with the policy, the following Related Person Transactions:

(employer of Director Oberhelman) or its subsidiaries and affiliates; provided that the aggregate amount of all such transactions, together with all other transactions between the Company or its subsidiaries and Caterpillar Inc. or its subsidiaries and affiliates, may not exceed two percent of the Company’s or Caterpillar Inc.’s consolidated gross revenues during any of the past three years;

Other than the employment relationships of Charles R. Mueller and Michael G. Mueller described above, the only director that had a business relationship with the Company in 20082009 that is required to be reported is Mr. Oberhelman. Mr. Oberhelman is an executive officer of Caterpillar Inc. which purchases regulated public utility energy services and non-regulated energy services from certain of the Company’s subsidiaries (primarily CILCO, Ameren Energy Marketing Company, IP and UE) and sells and leases equipment to and provides repair, maintenance and training services for some of our subsidiaries. During 2008,2009, revenues from energy sales by Ameren subsidiaries to Caterpillar Inc. aggregated

approximately $23.5$19.8 million excluding revenues from the supply of regulated public utility services and revenues based on competitive bid transactions. Payments made during 20082009 by our subsidiaries to Caterpillar Inc. for the purchase or lease of equipment and for repair, maintenance and training services aggregated approximately $6.2$7.1 million. During 2008,2009, Cullinan Properties made lease payments to CILCO for property use aggregating approximately $11,000. These transactions, many of which are for multiple year terms, were entered into in the ordinary course of business on an arms length basis. The total of all payments made by our subsidiaries to Caterpillar Inc. and payments received by our subsidiaries from Caterpillar Inc. and Cullinan Properties during 20082009 (including payments related to the supply of regulated public utility services and payments related to competitive bid transactions) did not exceed two percent of Caterpillar Inc.’s 20082009 consolidated revenues of approximately $51.32$32.4 billion or two percent of Cullinan Properties consolidated revenues, respectively. In addition, the total of all payments made by our subsidiaries to Caterpillar Inc. during 20082009 was less than two percent of our 20082009 consolidated revenues of approximately $7.8$7.1 billion. Caterpillar Inc., Cullinan Properties and Ameren transactions also did not exceed these two percent thresholds during 20062007 and 2007.2008.

In addition to the above business relationships, certain of the Company’s directors and executive officers had reportable family relationships in 2008.2009. Charles W. Mueller is the father of Michael G. Mueller, President of the Company’s wholly-owned indirect subsidiary,

Ameren Energy Fuels and Services Company and a Vice President of Ameren Services, for which he received in 20082009 total compensation (consisting of all equivalent items included in total compensation in columns (c) through (i), inclusive, of the Summary Compensation Table in this proxy statement) of $584,855$537,952 (including $174,713,$81,278, representing the dollar amount recognized for financial statement reporting purposes pursuant to Financial Accounting Standards (“FAS”) 123R for the fiscal year ended December 31, 2008grant date fair value computed in accordance with authoritative accounting guidance of restricted stock awards under the Company’s Long-Term Incentive Plan of 1998 and performance share unit awards under the Company’s 2006 Omnibus Incentive Compensation Plan). See below for more information regarding performance share unit awards and other compensation, respectively. Another son of Mr. Mueller, Charles R. Mueller, wasis employed by Ameren Services (through December 31, 2008) and is now employed by CILCO (effective January 1, 2009) as a Manager of Strategic Initiatives, for which he received total compensation (consisting of all equivalent items included in total compensation in columns (c) through (i), inclusive, of the Summary Compensation Table in this proxy statement) of $184,865$201,871 for 2008.2009 (including $15,939, representing the grant date fair value computed in accordance with authoritative accounting guidance of performance share unit awards under the Company’s 2006 Omnibus Incentive Compensation Plan.)

Policy Regarding Communications to the Board of Directors

The non-management directors of the Board of Directors have adopted a policy for shareholders and other interested persons to send communications to the Board. Shareholders and other interested persons who desire to communicate with the Company’s directors or a particular director may write to: Ameren Corporation Board of Directors, c/o Head of Investor Relations, Mail Code 202, 1901 Chouteau Avenue, St. Louis, Missouri 63103. E-mail communications to directors should be sent to directorcommunication@ameren.com. All communications should not exceed 500 words in length and must be accompanied by the following information: if the person submitting the communication is a shareholder, a statement of the number of shares of the Company’s Common Stock that the person holds; if the person submitting the communication is not a shareholder and is submitting the communication to the Lead Director or the non-management directors as an interested party, the nature of the person’s interest in the Company; any special interest, meaning an interest not in the capacity of a shareholder of the Company, of the person in the subject matter of the communication; and the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications received from shareholders and other interested persons to the Board of Directors will be reviewed by the Head of Investor

Relations and if they are relevant to, and consistent with, the Company’s operations and policies that are approved by all non-management members of the Board and if they conform to the procedural requirements of the Policy, they will be forwarded by the Office of the Corporate Secretary to the Lead Director or applicable Board member or members as expeditiously as reasonably practicable.

Annual Assessment of Board, Board Committee and Individual Director Performance

The Board reviews its own performance, structure and processes in order to assess how effectively it is functioning. This assessment is implemented and administered by the Nominating and Corporate Governance Committee through an annual Board self-evaluation survey. Individual directors are also asked annually to assess each other’s performance through a director peer assessment. The views of individual directors are collected by the Secretary of the Company and the Chairman of the Nominating and Corporate Governance Committee and summarized for consideration by the full Board. In addition, each of the Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight Committee, Public Policy Committee and Finance Committee, of the Board conduct an annual self-evaluation of its performance.

DIRECTOR COMPENSATION

Role of Director Compensation Consultants

As noted above under “— BOARD STRUCTURE — Role of Compensation Consultants,” the Nominating and Corporate Governance Committee directly retained Hewitt to advise it with respect to director compensation matters. During 2009, Hewitt conducted an outside director market pay analysis for the Nominating and Corporate Governance Committee and attended a Committee meeting to discuss the analysis.

Fees and Stock Awards

Prior to August 2008, theThe Nominating and Corporate Governance Committee of the Board of Directors of Ameren has approved the following compensation program for each director who is not an employee of the Company:

In August 2008, the Nominating and Corporate Governance Committee approved changes to the following annual cash retainer payments under the director compensation program, to be paid on a pro rata basis commencing September 2008:

In addition, commencing January 1, 2009, shares

Directors who are employees of the Company do not receive compensation for their services as a director.

The following table sets forth the compensation paid to non-management directors for fiscal year 2008,2009, other than reimbursement for travel expenses.

DIRECTOR COMPENSATION TABLE