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 Registrantx

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, if you receive printed proxy materials, 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 February 27, 2012,25, 2013, the record date for voting. Please note that cameras and other recording devices will not be allowed in the meeting.

Important Notice Relating to the Voting of Your Shares: Under New York Stock Exchange rules, brokers are not permitted to exercise discretionary voting authority with respect to shares for which voting instructions have not been received, as such voting authority pertains to the election of directors and to matters relating to executive compensation. 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 enclosedif you receive printed proxy materials, by mailing a 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 Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on Tuesday, April 24, 2012,23, 2013, at 9:00 A.M., for the purposes of:

(1)    electing 11 directors of the Company for terms ending at the annual meeting of shareholders to be held in 2013;2014;

(2)    providing an advisory vote to approve the compensation of our executives disclosed in the attached proxy statement;

(3)    ratifying the appointment of independent registered public accounting firm for the fiscal year ending December 31, 2012;2013;

(4)    considering a shareholder proposal relating to report on coal combustion waste, if presented at the meeting;

(5)    considering a shareholder proposal relating to report on coal-related costs and risks, if presented at the meeting;

(6)    considering a shareholder proposal relating to assessment and report on greenhouse gas and other air emissions reductionsreducing risk in energy portfolio through customerincreased energy efficiency and renewable energy programs,resources, if presented at the meeting; and

(7)(5)    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 February 27, 2012,25, 2013, 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 telephoneOn or about March 11, 2013, we will mail to certain of our shareholders a Notice of Internet Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice of Internet or, if you prefer, you may signAvailability of Proxy Materials, we are lowering the costs and returnreducing the enclosed proxy card in the enclosed envelope. environmental impact of our annual meeting.

Your prompt vote by proxy will reduce expenses. Instructions for votingPlease promptly submit your proxy by telephone, Internet or mail by following the instructions found on your Notice of Internet are included with this mailing.Availability of Proxy Materials or proxy card. If you attend the meeting, you may revoke your proxy by voting in person.

By order of the Board of Directors.

/s/ Gregory L. Nelson

GREGORY L. NELSON

Secretary

St. Louis, Missouri

March 9, 20127, 2013

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PROXY STATEMENTOF AMEREN CORPORATION

(First sent or given to shareholdersmailed on or about March 9, 2012)11, 2013 to shareholders receiving written materials)

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 the 20112012 Form 10-K for a list of such factors.

INFORMATION ABOUT THE ANNUAL SHAREHOLDERS MEETING

This solicitation of proxies is made by our Board of Directors (the “Board of Directors” or the “Board”) for the Annual Meeting of Shareholders of the Company to be held on Tuesday, April 24, 201223, 2013 (the “Annual Meeting”), and at any adjournment thereof. Our Annual Meeting will be held at 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 Ameren Missouri (“Ameren Missouri”); Ameren Illinois Company, doing business as Ameren Illinois (formed on October 1, 2010 as part of a corporate reorganization, whereby Central Illinois Light Company, doing business as AmerenCILCO (“CILCO”), and Illinois Power Company, doing business as AmerenIP (“IP”), merged with and into Central Illinois Public Service Company, doing business as AmerenCIPS (“CIPS”), with CIPS as the surviving entity and upon consummation of that merger, CIPS changed its name to Ameren Illinois Company) (“Ameren Illinois”); and Ameren Services Company (“Ameren Services”) and Ameren Energy Generating Company (“AEG”).

VOTING

WHO CAN VOTE

The accompanyingshares referred to in your proxy card representsor Notice of Internet Availability of Proxy Materials represent all shares registered in the name(s) shown thereon, including shares held in our dividend reinvestment and stock purchase plan (“DRPlus Plan”), the and Ameren’s 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”).plan.

Only shareholders of record of our common stock, $0.01 par value (“Common Stock”) at the close of business on the record date, February 27, 2012,25, 2013, 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

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to vote, present or represented by proxy. The voting securities of the Company on February 27, 2012,25, 2013, consisted of 242,634,742242,634,798 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, 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 ratification of the appointment of independent registered public accountants is an example of a routine matter 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. Under NYSE rules, brokers are not permitted to exercise discretionary voting authority with respect to shares for which voting instructions have not been received, as such voting authority pertains to the election of directors (whether contested or uncontested) and to matters relating to executive compensation. As a result of the NYSE rules, brokers may not vote their customers’ shares in the following matters to be considered at the Annual Meeting: Item (1): Election of Directors; Item (2): Advisory Approval of Executive Compensation; and Item (4): Shareholder Proposal Relating to Report on Coal Combustion Waste; Item (5): Shareholder Proposal Relating to Report on Coal-Related Costs and Risks; and Item (6): Shareholder Proposal Relating to Assessment and Report on Greenhouse Gas and Other Air Emissions Reductions Through CustomerReducing Risk in Energy Portfolio through Increased Energy Efficiency and Renewable Energy Programs.Resources.

Except as discussed in the following paragraph, 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.

With respect to Item (2): Advisory Approval of Executive Compensation, while the Board of Directors intends to carefully consider the shareholder vote resulting from this proposal, the final vote of shareholders will not be binding on the Company, but will be advisory in nature.

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The Board of Directors has adopted a confidential shareholder voting policy for proxies, ballots or voting instructions submitted by shareholders. This policy does not prohibit disclosure where it is required by applicable law. In addition, nothing in the confidential shareholder voting policy prohibits shareholders or participants in the Company’s savings investment plans from voluntarily disclosing their votes or voting instructions, as applicable, to the Company’s directors or executive officers, nor does the policy prevent the Company or any agent of the Company from ascertaining which shareholders have voted or from making efforts to encourage shareholders to vote. The policy does not limit the free and voluntary communication between the Company and its shareholders. Except with respect to materials submitted regarding shares allocated to participant accounts in the Company’s savings investment plans, all comments written on proxies, ballots or voting materials, together with the names and addresses of the commenting shareholders, may be made available to Company directors and executive officers.

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 encloseda 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.card or Notice of Internet Availability of Proxy Materials. Additional instructions will be provided on the telephone message and website. Please have your proxy card or Notice of Internet Availability of Proxy Materials 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, 2012.22, 2013.

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 the advisory approval of the compensation of our executives disclosed in this proxy statement Item (2), FOR the ratification of the appointment of the independent registered public accounting firm Item (3), AGAINST the shareholder proposal Item (4), AGAINST the shareholder proposal Item (5), AGAINST the shareholder proposal Item (6), 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 plan 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.

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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, February 27, 2012,25, 2013, are entitled to vote at or to attend 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 23, 201222, 2013 (following the directions on the proxy card)card or Notice of Internet Availability of Proxy Materials). 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 Notice of Internet Availability of Proxy Materials and/or 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 andset of proxy statementmaterials 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 reportmaterials and you decide you want a separate copy of the proxy statement and/or the annual report,materials, 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 statementsmaterials 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 statementmaterials 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 copycopies of this proxy statement and/or the annual reportmaterials by contacting your bank, broker or other nominee.

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OTHER ANNUAL MEETING MATTERS

HOW YOU CAN OBTAIN MATERIALSFORTHE ANNUAL MEETING

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on April 23, 2013:

This proxy statement and our 2012 Form 10-K, including consolidated financial statements, are available to you at http://www.ameren.com/AmerenProxyMaterial.

As permitted by SEC rules, we are making this proxy statement and our annual report available to shareholders electronically via the Internet. On March 11, 2013, we began mailing to certain shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice. This proxy statement and the accompanying proxy card are also first being mailed to certain shareholders on or about March 9, 2012.11, 2013. In the same package with this proxy material, you should have received a copy of our 20112012 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 24, 2012:

This proxy statement, the accompanying proxy card and our 2011 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 24, 2012.23, 2013. You are invited to visit http://www.ameren.com at 9:00 A.M. CT on April 24, 2012,23, 2013, to hear the webcast of the Annual Meeting. On our home page, you will click on “Live Webcast Annual Meeting April 24, 2012,23, 2013, 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

Eleven 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

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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 11 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 future years, if there is a nominee, other than a nominee for re-election, that 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 Restated Articles of Incorporation, any vacancy on the Board of Directors shall be filled by a majority of the directors then in office.

INFORMATION CONCERNING NOMINEESTOTHE BOARDOF DIRECTORS

The nominees for our Board of Directors are listed below, along with their age as of December 31, 2011,2012, 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 also includes 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. The fact that we do not list a particular experience, qualification, attribute or skill for a director nominee does not mean that nominee does not possess that particular experience, qualification, attribute or skill. In addition to those specific experiences, qualifications, attributes or skills detailed below, each 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
“— “— CORPORATE GOVERNANCE — 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 shareholders at the Company’s prior annual meeting, except for Catherine S. Brune, who was elected as a director by the Board of Directors at a meeting of the Board in October 2011. Ms. Brune was recommended for nomination to the Board by a third-party search firm.meeting. There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. 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.

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		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: 66.67. Based primarily upon Mr. Brauer’s extensive 32-year33-year executive management and leadership experience as the Chairman and Chief Executive Officer of an industrial manufacturing company; strong strategic planning, accounting, financial, risk management 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 concluded that Mr. Brauer should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.
		CATHERINE S. BRUNE   President, Allstate Protection Eastern Territory of Allstate Insurance Company,a leading personal lines insurer. Ms. Brune has worked in various managerial capacities for Allstate since 1976. She was elected the company’s youngest officer in 1986, moving into information technology in the early 1990s. In 2002, Ms. Brune was named Allstate’s Senior Vice President, Chief Information Officer. In October 2010, Ms. Brune was named to her current position, where she oversees Property/Casualty operations in 23 states and Canada for Allstate. Ms. Brune is a member of Allstate’s senior leadership team. Director of the Company since 2011. Age: 58.59. Based primarily upon Ms. Brune’s extensive executive management and leadership experience as a President and former Chief Information Officer of a leading insurance company; and strong information and technology, strategic planning, regulatory and administrative skills and experience,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 concluded that Ms. Brune should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

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		ELLEN M. FITZSIMMONS   SeniorExecutive 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’ tenure with CSX, her responsibilities have included key roles in major risk and corporate governance-related areas. Director of the Company since 2009.Age: 51.52. Based primarily upon Ms. Fitzsimmons’ extensive executive and leadership experience as the SeniorExecutive Vice President, General Counsel and Corporate Secretary of a transportation supplier; strong legal, government relations, public affairs, regulatory, accounting, financial, risk management, internal audit, compliance, 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 concluded 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   Retired Vice Chairman of Emerson Electric Co.,an electrical and electronic manufacturer. Mr. Galvin has served as Emerson’s Vice Chairman sincefrom October 2009.2009 to February 2013. He served as Emerson’s Chief Financial Officer from 1993 until February 2010. He has served as a management member of Emerson’s Board of Directors since 2000.from 2000 to February 2013. Director of the Company since 2007. Other directorships: Emerson Electric Co. (2000-present)(2000-February 2013); F.M. Global Insurance Company (1995-present). Age: 65.66. Based primarily upon Mr. Galvin’s extensive executive management and leadership experience as the former 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 concluded that Mr. Galvin should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

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		GAYLE P. W. JACKSON, PH.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 Energy, Inc. (2009-2011); Atlas Pipeline Partners, L.P. (2005-2009; 2011-present). Age: 65.66. Based primarily upon Dr. 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 concluded that Dr. Jackson should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.
		JAMES C. JOHNSON   General Counsel of Loop Capital Markets LLC,,a financial services firm, since November 2010. From 1998 until 2009, Mr. Johnson served in a number of responsible positions at The Boeing Company, an aerospace and defense firm, including serving as Vice President, Corporate Secretary and Assistant General Counsel from December 2003 until November 2007 and, as Vice President and Assistant General Counsel, Commercial Airplanes from November 2007 to his retirement in March 2009. Director of the Company since 2005. Other directorships: Hanesbrands Inc. (2006-present). Age: 59.60. Based primarily upon Mr. Johnson’s extensive executive management and leadership experience as the General Counsel of a financial services firm; the former Vice President, Corporate Secretary and Assistant General Counsel of an aerospace and defense firm; strong legal, compliance, risk management, 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 concluded that Mr. Johnson should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

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		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. Mr. Lipstein served as Chairman of the Federal Reserve Bank of St. Louis from 2009 to 2011. Director of the Company since 2010. Age: 55.56. Based primarily upon Mr. Lipstein’s extensive executive management and leadership experience as the President and Chief Executive Officer of a health care organization; strong strategic planning, 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 concluded that Mr. Lipstein 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 former Ameren subsidiary: CILCORP Inc. (a former Ameren subsidiary that merged with the Company in 2010) (“CILCORP”) (2008-2010). Other directorships: Anheuser-Busch Companies, Inc. (2000-2008); U.S. Bancorp (1992-present); Wilton Brands, Inc. (2010-present (non-reporting company)). Age: 69.70. 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 management, 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 concluded that Mr. Stokes should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

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		THOMAS R. VOSS Chairman, President and Chief Executive Officer of the Company.Mr. Voss began his career with Ameren Missouri in 1969. He was elected Senior Vice President of Ameren Missouri, CIPSCentral Illinois Public Service Company (a former Ameren subsidiary that merged with other former Ameren subsidiaries, Central Illinois Light Company (“CILCO”) and Illinois Power Company (“IP”), and then changed its name to Ameren Illinois) (“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,in 2005 and Executive Vice President of Ameren Missouri, CIPS, CILCORP, CILCO and IP effective in May 2006. In January 2007, Mr. Voss was elected Chairman, President and Chief Executive Officer of Ameren Missouri. In April 2007,Missouri and 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.CILCORP. Effective May 1, 2009, Mr. Voss assumed the position of President and Chief Executive Officer of the Company and relinquished his positions of Executive Vice President and Chief Operating Officer of the Company and Chairman, President and Chief Executive Officer of Ameren Missouri. In 2010, the Board of Directors elected Mr. Voss to the position of Chairman of the Board. Director of the Company since 2009. Director of the following former Ameren subsidiaries: CILCO (2003-2008); IP (2004-2008); CILCORP (2003-2008; 2009-2010). Director of the following Ameren subsidiaries: Ameren Illinois (formerly CIPS) (2001-2008); Ameren Missouri (2001-2009); AEGAmeren Energy Generating Company (2003-2008). Age: 64.65. Based primarily upon Mr. Voss’ extensive executive management and leadership experience as the Chairman, President and Chief Executive Officer and former Executive Vice President and Chief Operating Officer of Ameren, and the former Chairman, President and Chief Executive Officer of Ameren Missouri; 4344 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” above, the Board concluded that Mr. Voss should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

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		STEPHEN R. WILSON   Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc., a manufacturer and distributor of nitrogen and phosphate fertilizer products. Mr. Wilson served as CF Industries Holdings’ Chief Financial Officer from 1991 until 2003, when he was named President and Chief Executive Officer. He was elected Chairman of CF Industries Holdings, Inc. in 2005. Director of the Company since 2009. Other directorships: CF Industries Holdings, Inc. (2005-present); Terra Nitrogen GP, Inc. (2010-present). Age: 63.64. 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 management 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 concluded that Mr. Wilson should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.
		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 advisoradviser to Ameren’s Board of Directors and to the Board’s Nuclear Oversight Committee (predecessor to the Board’s Nuclear Oversight and Environmental Committee) from 2005 until his election as a director. Director of the Company since 2006. Age: 68.69. 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 advisoradviser 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 concluded that Mr. Woodard should serve as a director of Ameren at the time that this proxy statement is filed with the SEC.

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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THESE DIRECTOR NOMINEES.

BOARD STRUCTURE

Board and Committee Meetings and Annual Meeting Attendance

During 2011,2012, the Board of Directors met 7eight times. AllExcept for Director Brauer, 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 20112012 annual meeting of shareholders, all10 of the 1011 then-incumbent directors (and nominated for election in 2011 and all of the then incumbent directors (except for Charles W. Mueller and Harvey Saligman, both of whom retired on the date of the 2011 annual meeting of shareholders)2012) 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. The Board regularly considers the appropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served by the Board retaining discretion to determine whether the same individual should serve as both 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 and the skills and experience of Mr. Voss, is a leadership structure that combines the roles of Chairman of the Board and Chief Executive Officer with Mr. Voss filling those roles for the following primary reasons:

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The Board recognizes that depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. A Board leadership structure that separates the roles of Chairman of the Board and Chief Executive Officer 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.

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 the authority, duties and responsibilities of the Board of Directors’ Lead Director as follows: 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

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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. Each such committee also has the authority to engage independent advisers. The risks that are not specifically assigned to a Board committee are considered by the Audit and Risk Committee through its oversight of the Company’s business risk management process. The Audit and Risk Committee then discusses with members of senior management methods to mitigate such risks.

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 from the Chair of each of the Board’s other standing committees identified below, each of which is currently 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.

Considerations of Risks Associated with Compensation

In evaluating the material elements of compensation available to executives and other Company employees, the Human Resources Committee takes into consideration whether the Company’s compensation policies and practices may incentivize excessive risk behavior. In 2010, the Human Resources Committee, with the assistance of its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”) and Company management, reviewed the Company’s compensation policies and practices for certain design features that were identified by Meridian as having the potential to encourage excessive risk taking, including such features as high variable pay components and short performance periods.

Meridian additionally provided the Human Resources Committee in 2010 with a plan-by-plan risk analysis for each of the Company’s short-term, long-term and severance

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plans (executive and broad-based) to determine if any practices might encourage excessive risk taking on the part of executives and other Company employees. During 2011,2012, the Human Resources Committee updated its review of the Company’s compensation policies, practices and plans, including the incentives that they create and the factors that may reduce the likelihood of excessive risk taking, to determine whether those compensation policies, practices and plans present a material risk to the Company.

The Human Resources Committee identified or implemented several Company compensation design features that effectively managed or mitigated these potential risks, including:

In its plan-by-plan evaluation, the Human Resources Committee noted several of the practices of the Company in those plans that mitigate risk, including the balance of fixed and variable pay, the use of multiple metrics, the use of different performance measures for the annual and long-term incentive compensation plans, Committee discretion in payment of incentives in executive plans and payment caps.

Based upon the above considerations, the Committee determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

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Board Committees

The Board of Directors has a standing Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight and Environmental Committee and Finance Committee, the chairs and members of which are recommended by the Nominating and Corporate Governance Committee, appointed annually by the Board and 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”). In addition, the Nuclear Oversight and Environmental Committee and the Finance Committee are currently comprised entirely of non-management directors, each of whom the Board has also determined to be “independent” under the Director Nomination Policy.

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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 and Environmental 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 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.

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Human Resources Committee Governance

The Human Resources Committee focuses on good governance practices in its operation. In 2011,2012, this included:

Delegation of Authority

TheIt is the Human Resources Committee has delegated authorityCommittee’s view that its compensation consultant should be able to the Company’s Administrative Committee, comprisedrender candid and expert advice independent of designated members of management, to approve changes, within specified parameters, to certain of the Company’s retirement plans.

Role of Executive Officers

The role of executive officers in compensation decisions for 2011 is described below under “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Role of Executive Officers.” Mr. Voss, as Chief Executive Officer of the Company, was not involved in determining his own compensation. See “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Timing of Compensation Decisions and Awards” below.

Role of Compensation Consultant

management’s influence. In February 2011,2012, the Human Resources Committee approved the continued engagement of Meridian as its independent compensation consulting firm.

For 2011, In its decision to retain Meridian providedas its independent compensation consultant, the following servicesCommittee gave careful consideration to a broad range of attributes necessary to assist the needs of the Committee in setting compensation, including, but not limited to, the Committee:following:

Meridian representatives attended all of the Human Resources Committee meetings during 2011.2012. At the Committee’s request, the consultant met separately with the Committee members outside the presence of management at each meeting, and spoke separately with the Committee Chair and other Committee members between meetings, as necessary or desired.

During 2012, the Committee requested of Meridian the following items:

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Other than services provided to the Human Resources Committee as set forth above and for the Nominating and Corporate Governance Committee as described below, Meridian did not perform any other services for the Company or any of its subsidiaries in 2011.

In 2011, Meridian also was retained by the Nominating and Corporate Governance Committee as its outside consulting firm with respect to director compensation matters. See “— DIRECTOR COMPENSATION — Role of Director Compensation Consultant” below for a description of the services Meridian provided to the Nominating and Corporate Governance Committee in 2011.2012.

Pursuant to its letter agreement with the Committee, if the Company or management of the Company proposes that Meridian perform services for the Company or management of the Company other than in Meridian’s retained role as consultant to the Committee and the Nominating and Corporate Governance Committee, any such proposal is required to be submitted to the Committee for approval before such services begin.

In February 2012, the Nominating and Corporate Governance Committee also approved the continued engagement of Meridian as its independent consulting firm with respect to director compensation matters. See “— DIRECTOR COMPENSATION — Role of Director Compensation Consultant” below for a description of the services Meridian provided to the Nominating and Corporate Governance Committee in 2012.

In December 2012, each of the Human Resources Committee and Nominating and Corporate Governance Committee established procedures for the purpose of determining whether the work of any compensation consultant raised any conflict of interest. Pursuant to such procedures each such committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive and director compensation-related matters, respectively, no conflict of interest was raised by the work of Meridian described in this proxy statement.

Delegation of Authority

The Human Resources Committee has delegated authority to the Company’s Administrative Committee, comprised of designated members of management, to approve changes, within specified parameters, to certain of the Company’s retirement plans.

Role of Executive Officers

The role of executive officers in compensation decisions for 2012 is described below under “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Role of Executive Officers.” Mr. Voss, as Chief Executive Officer of the Company, was not involved in determining his own compensation. See “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Timing of Compensation Decisions and Awards” below.

Human Resources Committee Interlocks and Insider Participation

The current members of the Human Resources Committee of the Board of Directors, Messrs. Johnson, Lipstein, Stokes and Woodard, were not at any time during 20112012 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 2011.2012.

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

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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 2011,2012, the Company made payments in the approximate amount of $92,500$42,500 to Robert Gariano Associates, LLC, 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

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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. The Nominating and

Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Company’s long-term business interests.

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.

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.

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 2011,2012, all non-management directors were independent except Charles W. Mueller (a former director who retired from the Board of Directors on April 21, 2011). See(see “— Director Independence” below.below). Patrick T. Stokes, who currently serves as the Lead Director, presides at the executive sessions of non-management directors and the executive sessions of independent directors. The Lead Director’s duties also include those detailed under “— Board Leadership Structure” above.

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, 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:

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

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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 “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-competitively bid transactions between subsidiaries of the Company and Emerson Electric Co. and BJC HealthCare and their respective subsidiaries and affiliates since the aggregate amount involved in such transactions exceeded $120,000. Mr. Galvin iswas the Vice Chairman of Emerson Electric Co. (having retired from such position in February 2013), which, together with its subsidiaries (“Emerson”), purchased rate-regulated energy services from and made utility pole attachment license payments to Company subsidiaries.subsidiaries that totaled approximately $1.8 million in 2012. 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.Emerson that totaled approximately $2.3 million in 2012. The Board determined that its subsidiaries followed the Company procurement and sales policies and procedures, that the amountscommercial transactions were well undersignificantly below the thresholds under the director independence requirements (including the Company’s standard for determining “material relationships”), that the relationship with Emerson serves the best interests of the Company and its shareholders and should continue, and that Mr. Galvin did not personally benefit from or have a direct or indirect material interest in the transactions and therefore, such transactions do not create a conflict of interest, do not affect Mr. Galvin’s independence and are not Related Person Transactions (as defined under “— Policy and Procedures With Respect to Related Person Transactions” below). Mr. Johnson is General Counsel of Loop Capital Markets LLC (“Loop Capital”) which received underwriting fees in connection with a negotiated debt offering of a Company subsidiary that totaled $130,000 in 2012. The Board determined that the subsidiary followed the Company procurement and sales policies and procedures, that the commercial transaction was significantly below the thresholds under the director independence requirements (including the Company’s standard for determining “material relationships”), that the transaction with Loop Capital served the best interests of the Company and its shareholders, and that Mr. Johnson did not personally benefit from or have a direct or indirect material interest in the transaction and therefore, such transaction does not create a conflict of interest, does not affect Mr. Johnson’s

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independence and is not a Related Person Transaction. Mr. Lipstein is President and Chief Executive Officer of BJC HealthCare which, together with its affiliates (“BJC HealthCare”), purchased rate-regulated energy services from and made certain facility relocation-related utility payments to Company subsidiaries.subsidiaries that totaled approximately $17.9 million and $194,000, respectively, in 2012. Certain Company subsidiaries made claims payments, on a negotiated basis, to BJC HealthCare, one of the health care providers under our group health plan.plan that totaled approximately $9.7 million in 2012. The Board determined that its subsidiaries followed the Company procurement and sales policies and procedures, that the amountscommercial transactions were well undersignificantly below the thresholds under the director independence requirements (including the Company’s standard for determining “material relationships”), that the relationship with BJC HealthCare serves the best interests of the Company and its shareholders and should continue, and that Mr. Lipstein did not personally benefit from or have a direct or indirect material interest in the transactions and therefore, such transactions do not create a conflict of interest, do not affect Mr. Lipstein’s independence and are not Related Person 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 discussed above were ordinary course commercial transactions made on an arms length basis.basis and on terms comparable to those generally available to unaffiliated third parties under the same or similar circumstances. 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 2012,2013, affirmatively determined that the following directors are independent under the standards set forth in the Director Nomination Policy: Stephen F. Brauer, Catherine S. Brune, Ellen M. Fitzsimmons, Walter J. Galvin, Gayle P.W. Jackson, James C. Johnson, Steven H. Lipstein, Patrick T. Stokes, Stephen R. Wilson and Jack D. Woodard; and that Thomas R. Voss, as Chief Executive Officer of the Company, is not independent under the Director Nomination Policy.

All members of the Audit and Risk Committee, the Human Resources Committee, the Nominating and Corporate Governance Committee, the Nuclear Oversight and Environmental Committee and the Finance 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

The Board of Directors has 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 annual 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

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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; (2) transactions involving trustee type 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; (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, 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 assesses 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. Based on the standards described

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above and certain determinations made by the Board discussed under “— Director Independence” (such discussion describing certain commercial transactions involving the Company and entities associated with Directors Galvin, Johnson and Lipstein in which the Board determined, based on the analysis described above and under “— Director Independence,” neither Director Galvin, Johnson nor Lipstein had a direct or indirect material interest in those transactions), we had no Related Person Transactions in 2011, except for the employment relationships described below.2012. In accordance with the policy, the Human Resources Committee, in the case of employment relationships involving compensation exceeding $120,000, approved the followingaddition, no Related Person Transactions were pre-approved for 2011:

A former Company director had reportable family relationships in 2011. Charles W. Mueller, a former director who retired from the Board of Directors on April 21, 2011, is the father of Michael G. Mueller, Vice President of Ameren Missouri, 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 $642,477 in 2011 (including $164,023, 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). See below for more information regarding performance share unit awards and other compensation. Another son of Mr. Mueller, Charles R. Mueller, is employed by Ameren Illinois 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 $342,383 in 2011 (including $30,028, 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).

Other than the employment relationships involving former Director Mueller and his sons, Michael G. Mueller and Charles R. Mueller, described above, no other former or current director was a participant to a Related Person Transaction in 2011,2013 and no Related Person Transactions are currently proposed.

Legal and Regulatory Matters

In 2011,2012, BJC HealthCare, in conjunction with other industrial customers as a coalition, acted as ana intervenor in Missouri Public Service Commission proceedings relating to an Ameren Missouri request for changes to its electric service delivery rates. Director Lipstein, President and Chief Executive Officer of BJC HealthCare, did not participate in Ameren’s Board and Committee deliberations relating to these matters.

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 of Directors 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 asurvey and 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,Further, each of the Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear Oversight and Environmental Committee and Finance Committee of the Board conductconducts an annual self-evaluationevaluation of its performance. After reviewing the Board self-evaluations and director peer assessments, the Lead Director discusses the Board’s effectiveness with each director individually. The Lead Director reports on the Board self-evaluations and director peer assessments. The full Board of Directors discusses the

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Board self-evaluation, director peer assessment and committee evaluation reports to determine what, if any, action could improve (1) Board and Board committee performance and (2) if necessary, a director’s performance as it relates to the overall effectiveness of the Board.

In addition to the performance evaluations and assessments described above, the Nominating and Corporate Governance Committee also reviews annually the performance of all incumbent directors who are eligible for re-election at the Company’s next annual meeting of shareholders.

DIRECTOR COMPENSATION

Role of Director Compensation Consultant

As noted above under “— CORPORATE GOVERNANCE — Human Resources Committee Governance — Role of Compensation Consultant,” the Nominating and Corporate Governance Committee directly retained Meridian to advise it with respect to director compensation matters. During 2011,2012, Meridian conducted an outside director market pay analysis for the Nominating and Corporate Governance Committee, as discussed further under “— Fees and Stock Awards” below, and attended a Committee meeting to discuss the analysis.

Fees Pursuant to policies and Stock Awards

The Nominating and Corporate Governance Committee recommended andprocedures established by the Board of Directors of Ameren has previously approved the following compensation program, which was in place for fiscal year 2011, for each director who is not an employee of the Company:

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

The compensation program for non-management directors is reviewed on an annual basis by the Nominating and Corporate Governance Committee. In June 2011,Committee with a view to provide a pay program that compensates non-management directors at the median of the market. For 2012, this review, in consultation with its director compensation independent consultant, included an evaluation of a comparative peer group of companies that iswas identical to the 2011 PSUP peer group (as discussed under “— COMPENSATION DISCUSSIONAND ANALYSIS — Long-Term Incentives: Performance Share Unit Program (“PSUP”)” below)in the proxy statement prepared in connection with the Company’s 2012 annual meeting of shareholders) to determine the overall competitiveness of pay and prevalence of program features of Ameren’s director compensation program.

Based on this review, in December 2011, theThe Nominating and Corporate Governance Committee recommended and the Board of Directors of Ameren has previously approved the following compensation program, which was in place for fiscal year 2012, for each director who is not an employee of the Company, effective January 1, 2012:Company:

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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 2011,2012, other than reimbursement for travel expenses.

DIRECTOR COMPENSATION TABLE

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Directors Deferred Compensation Plan Participation

The Ameren Corporation Deferred Compensation Plan for Members of the Board of Directors, as amended (the “Directors Deferred Compensation Plan”), offers non-management directors the option to defer all or part of their annual cash retainers, meeting fees and Company Common Stock share awards as described below. The deferred compensation plan available to directors prior to 2009 permitted non-management directors to defer only annual cash retainers and meeting fees. In 2011,2012, Directors Galvin, Stokes and Woodard and former Director Saligman elected to defer their annual Board and Board committee cash retainers, meeting fees and 20112012 stock award under the Directors Deferred Compensation Plan.

All deferrals of Company Common Stock awards pursuant to the Directors Deferred Compensation Plan are converted to “Stock Units,” representing each share of Company Common Stock awarded to and deferred by the participant. Stock Units are not considered actual shares of Company Common Stock and participants have no rights as an Ameren shareholder with respect to any Stock Units until shares of Company Common Stock are delivered in accordance with the Directors Deferred Compensation Plan. Participants will have the right to receive dividend equivalents on Stock Units as of each dividend payment date, which are to be converted to additional Stock Units on the dividend payment date of Company Common Stock in accordance with the 2006 Omnibus Incentive Compensation Plan. The price used for converting dividend equivalents to additional Stock Units is determined using the same methodology as the price used for calculating the number of additional shares purchased as of such dividend payment date under the Ameren DRPlus Plan.

All payments under the Directors Deferred Compensation Plan relating to deferrals of a director’s Company Common Stock award (including dividend equivalents which will be converted into additional Stock Units) will be made in the form of one share of Company Common Stock for each whole Stock Unit and cash equal to the fair market value of each fraction thereof. Each such share of Company Common Stock will be distributed subject to the terms of and pursuant to the 2006 Omnibus Incentive Compensation Plan and the related award agreement issued to the director thereunder.

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With respect to retainer and meeting fees, deferred amounts, plus an interest factor, are used to provide payout distributions following completion of Board service and certain death benefits. In 2009, the Company adopted an amendment to the Directors Deferred Compensation Plan which amended the portion of the Directors Deferred Compensation Plan relating to the interest crediting rates used for cash amounts deferred with respect to plan years commencing on and after January 1, 2010. In October 2010, the Company adopted an amendment to the Directors Deferred Compensation Plan for plan years beginning on and after January 1, 2011 to change the measurement period for the applicable interest rates for cash amounts deferred under such plan prior to January 1, 2010. Pursuant to the amended Directors Deferred Compensation Plan, cash amounts deferred (and interest attributable thereto) accrue interest at the rate to be applied to the participant’s account balance depending on (1) the plan year for which the rate is being calculated and (2) the year in which the deferral was made, as follows:

After the participant director retires or dies, the deferred amounts (and interest attributable thereto) accrue interest as follows:

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As a result of the changes described in the narrative preceding the tables above, there are no above-market or preferential earnings on compensation deferred with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1, 2010.

A participant director may choose to receive the deferred amounts upon ceasing to be a member of the Company’s Board of Directors in a lump sum payment or in installments over a set period of up to 15 years. However, in the event a participant ceases being a member of the Company’s Board of Directors prior to age 55, the balance in such participant’s deferral account shall be distributed in a lump sum to the participant within 30 days of the date the participant ceases being a member of the Company’s Board of Directors. In the event a participant ceases being a member of the Company’s Board of Directors prior to attainment of at least 55 years of age and after the occurrence of a Change of Control (as hereinafter defined under “EXECUTIVE COMPENSATION — OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS — Change of Control Protection — In General — Change of Control Severance Plan”), the balance in such director’s deferral account, with any interest payable as described in Table A above, shall be distributed in a lump sum to the director within 30 days after the date the director ceases being a member of the Board of Directors. In the event that the Company ceases to exist or is no longer publicly traded on the NYSE or the NASDAQ Stock Market (“NASDAQ”), upon the occurrence of such Change of Control, any Stock Units held by a participating director will be converted to a cash value upon the Change of Control and thereafter will be credited with interest as described in Table A above. The cash value of the Stock Unit will equal the value of one share of Company Common Stock based upon the closing price on the NYSE or NASDAQ on the last trading day prior to the Change of Control.

Director Stock Ownership Requirement

Since 2007, the Company has had a stock ownership requirement applicable to all of its non-management directors. In connection with the Nominating and Corporate Governance

Committee’s review in 2011 of the compensation program for non-management directors, the Committee recommended and the Board of Directors approved an increase in the director stock ownership requirement. Under this requirement, as set forth in the Company’s Corporate Governance Guidelines, within five years of the January 1, 2007 effective date or within five years after initial election to the Board, all non-management directors are required to own Company Common Stock equal in value to at least five times (increased from three times) their base annual cash retainer and hold such amount of stock throughout their directorship.

At any time, if a non-management director has not satisfied the requirement, such director must retain at least 50 percent of the netafter-tax shares deliveredacquired subsequent to him or her after January 1, 2012 under Ameren’s equity compensation programs.

ITEM (2): ADVISORY APPROVALOF EXECUTIVE COMPENSATION

In accordance with Rule 14a-21(a) of the Exchange Act, the Company is providing shareholders with the right to cast an advisory vote to approve the compensation of the Executives at the Annual Meeting. This proposal, commonly known as a “say-on-pay” proposal, provides shareholders with the opportunity to endorse or not endorse the Company’s compensation program for Executives through the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Executives, as disclosed in the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures in this proxy statement.”

As described in the Compensation Discussion and Analysis section of this proxy statement, the Company has adopted an Executive compensation philosophy which provides for a competitive total compensation program based on the size-adjusted median of the range

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of compensation paid by similar utility industry companies, adjusted for the Company’s short- and long-term performance and the individual Executive’s performance. The Company’s compensation program for 20112012 was substantially similar to the 20102011 program approved by 9294 percent of votes cast by shareholders. The Company believes that the Human Resources Committee, which is responsible for establishing the compensation of Executives, has appropriately designed the compensation program to align the long-term interests of the Executives with that of shareholders to maximize shareholder value. Our Board has a long-standing commitment to good corporate governance and recognizes the interests that shareholders have in Executive compensation. The Company encourages shareholders to review closely the Compensation Discussion and Analysis, the compensation tables and the other narrative executive compensation disclosures contained in this proxy statement. The Company organized this information to explain each element of its Executive compensation program and to provide certain compensation-related information for the Executives for the past three years as required by SEC rules.

Highlights of the Company’s Executive compensation program, as described in the Compensation Discussion and Analysis section, include:

In light of the foregoing,the Board of Directors unanimously recommends votingFOR FOR ITEM(2) (2). As an advisory vote, this proposal is not binding on the Company. However, the Board of Directors values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of this vote when developing future compensation programs for Executives. It is currently expected that shareholders will be given an opportunity to cast an advisory vote on this topic annually, with the next opportunity occurring in connection with the Company’s annual meeting in 2014.

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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF THE EXECUTIVES DISCLOSED IN THIS PROXY STATEMENT.

ITEM (3): RATIFICATIONOFTHE APPOINTMENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFORTHE FISCAL YEAR ENDING DECEMBER 31, 20122013

The Company is asking its shareholders to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.2013. PwC was appointed by the Audit and Risk Committee.

Although ratification by the shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this selection by the shareholders. In the event the shareholders fail to ratify the appointment, the Audit and Risk Committee will consider this factor when making any determination regarding PwC. Even if the selection is ratified, the Audit and Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Passage of the proposal requires the affirmative vote of a majority of the shares entitled to vote on the proposal and represented in person or by proxy at the meeting at which a quorum is present.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PWC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.2013.

ITEM (4): SHAREHOLDER PROPOSAL RELATINGTO REPORTON CROALEDUCING CROMBUSTIONISKIN WEASTENERGY PORTFOLIO THROUGH INCREASED ENERGY EFFICIENCYAND RENEWABLE ENERGY RESOURCES

ProponentsThe proponent of the shareholder proposal described below notified the Company of theirhis intention to attend the Annual Meeting to present the proposal for consideration and action. The namesname and addressesaddress of the proponentsproponent and the number of shares they holdhe holds will be furnished by the Secretary of the Company upon receipt of any telephonic or written request for such information. The proposal contains assertions that we believe are incorrect.incorrect or misleading. The Company is not responsible for the accuracy or content of the proposal and supporting statement presented below which, following SEC rules, are reproduced as received from the proponents.proponent.

THE BOARD OF DIRECTORS OPPOSES THE FOLLOWING PROPOSAL FOR THE REASONS STATED AFTER THE PROPOSAL.

REPORT ON COAL COMBUSTION WASTEEnergy Efficiency and Renewable Energy

Coal combustion waste (CCW)WHEREAS:

Navigant Consulting recently observed that, “changes underway in the 21st century electric power sector create a level and complexity of risks that is a by-product of burning coal and contains high concentrations of arsenic, mercury, lead, and other heavy metals and toxins.

Coal ash disposed ofperhaps unprecedented in ponds and landfills has contaminated surface and groundwater at dozens of sites across the country. EPA’s 2009 human and ecological risk assessment of CCW found “very high potential risks from unlined surface impoundments.industry’s history.” In June 2010, the EPA proposed regulations to set minimum federal standards for CCW disposal.

Ameren relies heavily upon coal-based electricity generation, and operates numerous lined and unlined coal ash ponds and landfills.

In 2008, Brattle Group projected that the U.S. electric utility industry would need to invest capital at historic levels between 2010 and 2030 to replace aging infrastructure, deploy new technologies, and meet consumer needs and government policy requirements. Brattle predicted that total industry-wide capital expenditures from 2010 to 2030 would amount to between $1.5 and $2.0 trillion.

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In May 2011, 46.7%a National Academy of shareholders supported a resolution requesting aSciences report on Ameren’swarned that the risk of dangerous climate change impacts grows with every ton of greenhouse gases emitted, and reiterated the pressing need for substantial action to limit the magnitude of climate change and to prepare to adapt to its impacts. The report also emphasized that, “the sooner that serious efforts to identifyreduce greenhouse gas emissions proceed, the lower the risks posed by climate change, and reduce environmentalthe less pressure there will be to make larger, more rapid, and health hazards associated with CCW. potentially more expensive reductions later.”

The Tennessee Valley Authority’s recent integrated resource plan, which employed a sophisticated approach to risk management determined that the lowest-cost, lowest-risk strategies involve diversifying the company’s resource portfolio by increasing investments in energy efficiency and renewable energy.

Twenty-nine states have renewable portfolio standards or goals and over 35% of new power generation capacity in the past five years has come from renewable generating resources.

In October 2011, Ameren provided a Response: six pages on coal ashanalysis by Bank of America stated, “Rapidly declining costs are bringing solar much closer to parity with average power prices, especially in sunny regions. By 2015, the economics of utility-scale photovoltaic energy in sunny areas and additional information onresidential rooftop in high-cost regions should no longer require government subsidies.”

A 2009 study by McKinsey & Company found that investments in energy efficiency could realistically cut U.S. energy consumption by 23 percent by 2020. These efficiency gains could save consumers nearly $700 billion.

In July 2012, the internet. Neither adequately addresses legal, reputational, and other risks as requested by theInstitute for Electric Efficiency indicated that budgets for electric efficiency programs increased to $6.8 billion in 2011, resolution.up from $3.2 billion in 2008.

For example:

neglecting to note that Ameren conducts NO groundwater monitoring at its Missouri ponds and making no commitment to do so. The “routine monitoring” covers only surface water discharge and does not include metals or toxins.

RESOLVED:

Shareholders request thata report [reviewed by a board committee of independent directors] on actions the Board prepare acomplete report oncompany is taking or could take to reduce risk throughout its energy portfolio by diversifying the company’s efforts, aboveenergy resources to include increased energy efficiency and beyond current compliance, to identify and reduce environmental and health hazards associated with past and present handling of coal combustion waste, and how those efforts may reduce legal, reputational and other risks to the company’s finances and operations. Thisrenewable energy resources. The report should be available to shareholders within 6 months of the 2012 annual meeting, be preparedprovided by September 1, 2013 at a reasonable cost and omit confidential information such as proprietary data or legal strategy.information.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” ITEM (4).

Summary Board Recommendation

The Board of Directors has carefully considered this shareholder proposal regarding the issuance of the above-referenced assessment and report and unanimously recommends that you vote“AGAINST” the proposal. As discussed further below, the Board believes that the requested report is not necessary or cost-effective because the Company’s (1) numerous publicly available documents (including our comprehensive 2011 Corporate Social Responsibility Report (the “2011 CSR”) and new website disclosures, in addition to other publicly available documents and filings (including those with certain regulatory authorities, such as the U.S. Environmental Protection AgencySecurities and Exchange Commission (“EPA”SEC”) and the Missouri Public Service

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Commission (“MPSC”)), and (2) many website disclosures, currently provide shareholders with extensive information on the Company’s actions to reduce risk throughout its energy portfolio by diversifying the Company’s energy resources to include increased energy efficiency and assessments concerning coal combustion byproducts (“CCBs”)renewable energy resources. Further, the Company has committed to (a) updating, in 2013, certain disclosures in the 2011 CSR, including those relating to the Company’s energy efficiency and renewable energy resources and programs, and (b) participating in the 2013 Carbon Disclosure Project (which will include, among other information, updated information on the Company’s energy efficiency and renewable energy programs). Lastly, the Company’s evaluation of reducing risk throughout its energy portfolio by increasing energy efficiency and renewable energy resources is currently integrated into the Company’s overall business risk management processes and, as a result, such information effectively addresses the proponents’ proposal. The 2011 CSR, which was published in December 2011, is the Company’s first social responsibility reportcase with various other risks, management (with Board oversight) identifies, assesses, mitigates and includes disclosures to specifically respond to the proponents’ proposal. monitors such risk on a Company-wide basis.

Consequently, the Board does not believe that the expenditure of the additional human and financial resources that would be required to produce the requested additionalanother report on this subject matter would be a necessary or prudent use of Company and shareholder assets and as such, the additional report is not in the best interests of the Company or its shareholders.

Background

to discuss the proponents’ requests for additional disclosure of our management of CCBs and the risks relating thereto. In response to the proponents’ request, we provided the proponents with drafts of our proposed new Company website disclosure as well as pertinent portions of the 2011 CSR while in draft form, which included a section relating to the Company’s management and beneficial use of CCBs. We then revised our proposed Company website disclosure and the draft 2011 CSR to address many of the proponents’ comments and requests.

Company Provides 2011 CSR and Updated Website Disclosure and Other Public Disclosures Relating to its CCBs; Company Management and Board Risk Oversight Relating Thereto

These environmental compliance procedures are a key element of the Company’s management of legal, reputational and other risks related to CCBs. As detailed in the 2011 CSR and in our new website disclosure, Ameren’s subsidiaries have a comprehensive system in place to meet or exceed all regulations governing CCB management, including disposal. The Company’s actions, which are highlighted in the 2011 CSR, are part of our plan to improve management and operations to minimize both environmental and financial risks from our CCB disposal facilities. The 2011 CSR and all other reports and documents referenced in this Company response are available through our website at www.ameren.com or by contacting the office of the Company’s Secretary and requesting a copy.

The 2011 CSR also includes information on the proposed EPA rules regarding CCBs, our point of view thereon and an estimated cost for asset retirement obligation of CCB storage sites at our energy centers in the event that under the final regulations we are required to close our ash ponds. In addition to the disclosures referenced above, Ameren has already disclosed in certain of its regular periodic filings with the SEC that it is currently evaluating all of the proposed state and federal regulations which may affect its coal ash management to determine whether current management of CCBs, including beneficial reuse, and the use of the ash ponds should be altered. Furthermore, Ameren has disclosed in these filings certain risks related to coal ash management as well as certain risk mitigation measures, including plans to install caps and covers at certain existing ponds. The proposed EPA regulations are not expected to be

finalized until late 2012 at the earliest. The proposed regulations contain various alternative approaches and therefore developing more specific financial projections would be highly speculative.

Board Recommendation Against Proposal

In light of the foregoing,the Board unanimously recommends voting AGAINST ITEM (4).

Vote Required

Passage of this proposal requires the affirmative vote of a majority of the shares entitled to vote on the proposal and represented in person or by proxy at the meeting at which a quorum is present.

ITEM (5): SHAREHOLDER PROPOSAL RELATINGTO REPORTON COAL-RELATED COSTSAND RISKS

The proponent of the shareholder proposal described below notified the Company of its intention to attend the Annual Meeting to present the proposal for consideration and action. The name and address of the proponent and the number of shares it holds will be furnished by the Secretary of the Company upon receipt of any telephonic or written request for such information. The proposal contains assertions that we believe are incorrect. The Company is not responsible for the accuracy or content of the proposal and supporting statement presented below which, following SEC rules, are reproduced as received from the proponent.

THE BOARD OF DIRECTORS OPPOSES THE FOLLOWING PROPOSAL FOR THE REASONS STATED AFTER THE PROPOSAL.

Set Goals to Reduce Coal Risk

Whereas:

Coal-dependent electric utilities face numerous challenges and uncertainty from coal price volatility, competition from alternative generating sources, and costs for environmental compliance and carbon capture and storage. Ameren’s electricity generation capacity is 85% coal; 77% in its regulated fleet and 98% in its merchant fleet.

Industry analysts predict increasing coal prices with more erratic price swings. Ameren sources 97% of its coal from Powder River Basin. Between December 2009 and October 2011, PRB coal prices increased 78%. PRB coal demand is projected to rise, placing further pressure on prices.

Deutsche Bank calculates that it is more economical to burn natural gas than coal to generate electricity when natural gas costs $4-6/mmBtu. The Henry Hub price for natural gas is projected to be $6 in 2025. Lazard Ltd. calculated the levelized cost of electricity from wind, in most cases, is less than that for coal, and thin-film solar, biomass, and geothermal costs are often less than that for coal.

Coal dependent utilities face increased capital cost for coal plant emissions controls. While EPA has agreed to ease or delay some of the new regulations for power plant pollution, it is moving, pursuant to court order, to adopt new rules that will reduce mercury emissions from coal by 91%. Analysts estimate that compliance costs for mercury regulations could cause the retirement of 61-75 GW of US coal-fired generation capacity.

Analysts agree that older, smaller, plants without control technology are uneconomical. The average age of Ameren’s 14 unit utility fleet is 44 years; average age of its 19 unit merchant fleet is 50 years. All units at Ameren’s Joppa Steam are older than 55 years, generate less than 200 MW, and lack sulfur dioxide controls.

Ameren expects to invest up to $3.6 billion by 2020 to retrofit its coal fleet to comply with environmental laws and regulations. Ameren announced retirement of two plants in lieu of complying with the Cross State Air Pollution Rule. According to Bernstein Research, Ameren’s fleet is still among those most at risk due to its age and necessary retrofits.

Carbon Capture and Storage puts Ameren at further financial risk. Through FutureGen 2.0, Ameren is retrofitting one unit at its Meredosia plant with CCS technology. The General Accounting Office found that CCS technology within the US is 10-15 years from wide scale commercial deployment and will increase coal-fired electricity costs by 30% to 80% above current levels.

RESOLVED

Shareowners request that Ameren Board of Directors report to shareholders by November 2012, at reasonable cost and omitting proprietary information, on plans to reduce our company’s exposure to coal-related costs and risks, including progress toward achieving specific goals to minimize commodity risks, emissions other than greenhouse gases, costs of environmental compliance, and construction risks.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” ITEM (5).

Summary Board Recommendation

The Board of Directors has carefully considered this shareholder proposal regarding the issuance of the above-referenced report and unanimously recommends that you vote“AGAINST” the proposal. As discussed further below, the Board believes that the requested report is not necessary or cost-effective because the Company’s comprehensive 2011 Corporate Social Responsibility Report (the “2011 CSR”), publicly available filings with certain regulatory authorities (including the Securities and Exchange Commission (“SEC”), the Missouri Public Service Commission (“MPSC”) and the Federal Energy Regulatory Commission (“FERC”)) and disclosures on the Company’s website, currently provide shareholders with extensive information on the Company’s actions and plans to minimize its exposure to coal-related costs and risks, including minimizing commodity risks, emissions and costs of environmental compliance and construction risks and as a result, such information effectively addresses the proponent’s proposal. The 2011 CSR, published in December 2011, is the Company’s first social responsibility report and includes disclosures which address the proponent’s proposal. Consequently, the Board believes that the

preparation of the proponent’s requested additional assessment and report would be duplicative and an unnecessary use of Company resources and as such, isare not in the best interests of the Company or its shareholders.

Background

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Company Provides Significant Disclosure Relating to its Actions to Reduce Risk Throughout its Energy Portfolio Through Increased Energy Efficiency and Renewable Energy Resources and Related Programs; Board Oversight Relating Thereto

Company Actions and Programs to Reduce Risk Through Increased Energy Efficiency

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Company Actions and Ameren’s merchant coal-fired energy centers have reduced emissions of nitrogen oxide (NO_x) by 77 percent and emissions of sulfur dioxide (SO₂) by about 70 percent, while generation at these energy centers increased by almost 85 percent.

Certain of our regular periodic filings with the SEC and the 2011 CSR detail the recent as well as projected environmental capital expenditures of both Ameren Missouri and our merchant generation segment. The estimates include all of the known capital costsPrograms to comply with existing environmental regulations and our preliminary assessment of the potential impacts of the EPA’s proposed regulation of coal combustion byproducts (assuming regulation as a nonhazardous waste), the proposed Maximum Achievable Control Technology standard for the control of mercury and other hazardous air pollutants, the Clean Air Interstate Rule, and the revised national ambient air quality standards for NOReduce Risk Through Increased Renewable Energy Resources_x and SO₂ emissions as of September 30, 2011.

Moreover, as disclosed in certain of our regular periodic filings with the SEC and the 2011 CSR, we have been proactive in minimizing the cost of environmental compliance. These risk mitigation measures include:

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Company Disclosure of Actions Taken to Minimize Construction Risks

The Company has no plans to construct additional coal-fired energy centers. The construction risks for environmental controlsLearning Center at our existing coal-firedSt. Louis headquarters provides homeowners, business owners and students access to our energy centers do not pose significant risk to the Company. The proposed construction projects for environmental compliance atexperts and solar energy project.

Board Oversight

Construction risk is also addressed by Company project risk management policies with supervision by senior management and oversight by the Board, as described below.

Board Oversight of Company’s Risk Management Processes

Board Recommendation Against Proposal

In sum, the information already contained in the 2011 CSR as well as information contained in the regulatory filings discussed above and on our website, reflects our view that delivering safe reliable energy, acting in an environmentally responsible manner and improving shareholder value are closely linked and that we are committed to balancing these priorities. The Company’s strategy, as outlined in the disclosures referenced above, is designed to provide our customers with reliable and competitively priced electricity and to improve returns to our shareholders, while considering the risks from volatile fuel and energy market prices, current and potential future environmental regulations and technological developments. In light of the foregoing,the Board unanimously recommends voting AGAINSTAGAINST ITEM (5)(4).

Vote Required

Passage of this proposal requires the affirmative vote of a majority of the shares entitled to vote on the proposal and represented in person or by proxy at the meeting at which a quorum is present.

ITEM (6): SHAREHOLDER PROPOSAL RELATINGTO ASSESSMENTAND REPORTON GREENHOUSE GASAND OTHER AIR EMISSIONS REDUCTIONS THROUGH CUSTOMER ENERGY EFFICIENCYAND RENEWABLE ENERGY PROGRAMS

The proponent of the shareholder proposal described below notified the Company of his intention to attend the Annual Meeting to present the proposal for consideration and action. The name and address of the proponent and the number of shares he holds will be furnished by the Secretary of the Company upon receipt of any telephonic or written request for such information. The Company is not responsible for the accuracy or content of the proposal and supporting statement presented below which, following SEC rules, are reproduced as received from the proponent.

THE BOARD OF DIRECTORS OPPOSES THE FOLLOWING PROPOSAL FOR THE REASONS STATED AFTER THE PROPOSAL.

Expansion of Energy Efficiency and Renewable Energy

WHEREAS:

In May 2011, a National Academy of Sciences report warned that the risk of dangerous climate change impacts is growing with every ton of greenhouse gases emitted, and reiterated the pressing need for substantial action to limit the magnitude of climate change and to adapt to its impacts. The report also emphasized that, “the sooner that serious efforts to reduce greenhouse gas emissions proceed…the less pressure there will be to make larger, more rapid, and potentially more expensive reductions later.”

In October 2009, a National Academy of Sciences report stated that the burning of coal to generate electricity in the U.S. causes about $62 billion a year in “hidden costs” for environmental damage, not including the damage associated with GHG emissions. In a joint statement, 285 investors representing more than $20 trillion in assets stressed the urgent need for policy action which stimulates private sector investment into climate change solutions, creates jobs, and is essential for ensuring the long-term stability of the world economic system.

The electric generating industry accounts for more carbon dioxide emissions than any other sector, including the transportation and industrial sectors. U.S. fossil fueled power plants account for nearly 40% of domestic and 10% of global carbon dioxide emissions.

Many utilities, including Xcel Energy, Calpine Corporation, and Progress Energy are planning to replace some of their coal-fired power plants, determining that alternatives such as natural gas, efficiency and renewable energy (including wind, solar, biomass, and others) are more cost-effective than retrofitting the coal plants to reduce air pollution.

The Tennessee Valley Authority (TVA) has announced plans to, over the next five years, idle 1000 MW of coal generating capacity and add 1000 MW of gas and 1140 MW of nuclear generating capacity along with 1900 MW of energy efficiency and distributed renewable resources.

In October 2011, analysis by Bank of America stated, “Rapidly declining costs are bringing solar much closer to parity with average power prices, especially in sunny regions. By 2015, the economics of utility-scale photovoltaic energy in sunny areas and residential rooftop in high-costs regions should no longer require government subsidies.”

In October 2011, the America Council for an Energy Efficient Economy (ACEEE) indicated that, “Total budgets for electricity efficiency programs increased to $4.5 billion in 2010, up from $3.4 billion in 2009.”

Several electric power companies have set absolute GHG emissions reduction targets including: American Electric Power, Entergy, Duke Energy, Exelon, National Grid and Consolidated Edison. Others have set GHG intensity targets, including PSEG, NiSource and Pinnacle West.

RESOLVED:

Shareholders request that a committee of independent directors of the Board assess actions the company is taking or could take to build shareholder value and reduce greenhouse gas and other air emissions by providing comprehensive energy efficiency and renewable energy programs to its customers; and that the Company report to shareholders by September 1, 2012 on its plans to achieve this goal. Such a report may omit proprietary information and be prepared at reasonable cost.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” ITEM (6).

Summary Board Recommendation

The Board of Directors has carefully considered this shareholder proposal regarding the above-referenced assessment and report and unanimously recommends that you vote“AGAINST” the proposal. As discussed further below, the Board believes that the requested assessment and report are not necessary or cost-effective because the Company’s numerous publicly available documents (including the comprehensive 2011 Corporate Social Responsibility Report (the “2011 CSR”) and publicly available filings with certain regulatory authorities, such as the Securities and Exchange Commission (“SEC”) and the Missouri Public Service Commission (“MPSC”)) and the Company’s many website disclosures, currently provide shareholders with extensive information regarding the Company’s actions to reduce greenhouse gas (“GHG”) and other air emissions, including reducing such emissions through its customer energy efficiency and renewable energy programs and as a result, such information effectively addresses the proponent’s proposal. The 2011 CSR, published in December 2011, is the Company’s first social responsibility report and includes disclosures which address the proponent’s proposal. Consequently, the Board does not believe that the expenditure of the additional human and financial resources that would be required to conduct an additional assessment and produce another report on this subject matter would be a necessary or prudent use of shareholder assets and as such, the requested additional assessment and report are not in the best interests of the Company or its shareholders.

Background

disclosures contained in the 2011 CSR, in other publicly available documents and on our website. Those disclosures specifically address, among other topics, the Company’s carbon metrics and actions to reduce GHG and other air emissions, including reducing such emissions through customer energy efficiency and renewable energy programs, and we believe, are responsive to the proponent’s request for additional information, as presented in the proposal.

Company Provides Significant Disclosure Relating to Reducing its GHG and Other Air Emissions, Including Reducing Such Emissions Through Customer Energy Efficiency and Renewable Energy Programs; Board Oversight Relating Thereto

Energy Efficiency Programs

Renewable Energy Programs

Board Recommendation Against Proposal

Board Oversight

Board Recommendation Against Proposal

In light of the foregoing,the Board unanimously recommends voting AGAINSTAGAINST ITEM (6)(4).

Vote Required

Passage of this proposal requires the affirmative vote of a majority of the shares entitled to vote on the proposal and represented in person or by proxy at the meeting at which a quorum is present.

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OTHER MATTERS

The Board of Directors does not know of any matter which may be presented at the Annual Meeting other than the election of Directors, the advisory approval of the compensation of our executives disclosed in this proxy statement, the ratification of the appointment of independent registered public accounting firm, and the shareholder proposal set forth above. However, if any other matters should properly come before the meeting, it is the intention of the persons named in the enclosed proxy to vote thereon in accordance with their best judgment.

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SECURITY OWNERSHIP

SECURITY OWNERSHIPOF MORE THAN FIVE PERCENT SHAREHOLDERS

The following table contains information with respect to the ownership of Ameren Common Stock by each person known to the Company who is the beneficial owner of more than five percent of the outstanding Common Stock.

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SECURITY OWNERSHIPOF DIRECTORSAND MANAGEMENT

The following table sets forth certain information known to the Company with respect to beneficial ownership of Ameren Common Stock and Stock Units as of February 1, 20122013 for (i) each director and nominee for director of the Company, (ii) each individual serving as the Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer during 2011,2012 and the three most highly compensated executive officers of the Company (and/or its subsidiaries) (other than individuals serving as President and Chief Executive Officer and the Chief Financial Officer during 2011)2012) who were serving as executive officers at the end of 2011,2012, each as named in the Summary Compensation Table below (collectively, the “Executives”), and (iii) all executive officers, directors and nominees for director as a group.

(3)	For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as

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Since 2003, the Company has had a policy which prohibits directors and executive officers from engaging in pledges of Company securities or short sales, margin accounts and hedging or derivative transactions with respect to Company securities. In December 2012, our Board of Directors approved an anti-hedging amendment to the Company’s Corporate Compliance Policy effective January 1, 2013. The Corporate Compliance Policy provides that directors and employees of the Company and its subsidiaries may not enter into any transaction which hedges (or offsets) any decrease in the value of Company equity securities that are (1) granted by the Company to the director or employee as part of compensation or (2) held, directly or indirectly, by the director or employee.

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

STOCK OWNERSHIP REQUIREMENTS

Stock Ownership Requirement for Directors

The stock ownership requirement applicable to directors is described above under “ITEMS YOU MAY VOTE ON — DIRECTOR COMPENSATION — Director Stock Ownership Requirement.”

Stock Ownership Requirement for Members of the Ameren Leadership Team

The stock ownership requirements applicable to the Executives are described below under “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSIONAND ANALYSIS — Common Stock Ownership Requirement.” The Company also has stock ownership requirements applicable to other members of the Ameren Leadership Team. These requirements are included in the Company’s Corporate Governance Guidelines which are available on the Company’s website or upon request to the Company, as described herein.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than 10 percent of the Company’s Common Stock to file reports of their ownership in the equity securities of the Company and its subsidiaries and of changes in that ownership with the SEC and the NYSE. SEC regulations also require the Company to identify in this proxy statement any person subject to this requirement who failed to file any such report on a timely basis. Based solely on a review of the filed reports and written representations that no other reports are required, each of the Company’s directors and executive officers complied with all such filing requirements during 2011.2012.

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EXECUTIVE COMPENSATION

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

HUMAN RESOURCES COMMITTEE REPORT

The Human Resources Committee (the “Committee”) discharges the Board’s responsibilities relating to compensation of the Company’s executive officers and for all Company subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934. The Committee approves and evaluates all compensation of executive officers, including salaries, bonuses, and compensation plans, policies and programs of the Company.

The Committee also fulfills its duties with respect to the Compensation Discussion and Analysis and Human Resources Committee Report portions of the proxy statement, as described in the Committee’s Charter.

The Compensation Discussion and Analysis has been prepared by management of the Company. The Company is responsible for the Compensation Discussion and Analysis and for the disclosure controls relating to executive compensation.

The Human Resources Committee met with management of the Company and the Committee’s independent consultant to review and discuss the Compensation Discussion and Analysis. Based on the foregoing review and discussions, the Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s 20112012 Form 10-K, and the Board approved that recommendation.

Human Resources Committee:

Patrick T. Stokes, Chairman

James C. Johnson

Steven H. Lipstein

Jack D. Woodard

COMPENSATION DISCUSSIONAND ANALYSIS

20112012 In Brief

During 2011,2012, the Company’s pay-for-performance program led to the following actions and actual 20112012 compensation being earned:

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In addition, Executives are required to own our Common Stock through stock ownership requirements (see “— Common Stock Ownership Requirement” below) and the two-year hold requirement on performance share unit awards granted prior to 2009.. The value of those shares rose and fell in the same way and with the same impact that share value rose and fell for other shareholders.

In the remainder of this Compensation Discussion and Analysis (or “CD&A”), references to “the Committee” are to the Human Resources Committee of the Board of Directors. We use the term “Executives” to refer to the employees listed in the Summary Compensation Table.

Guiding Principles and PoliciesObjectives

Our philosophyobjective for compensation of the Executives is to provide a competitive total compensation program that is based on the size-adjusted median of the range of compensation paid by similar utility industry companies, adjusted for our short- and long-term performance and the individual’s performance. The adjustment for our performance aligns the long-term interests of management with that of our shareholders to maximize shareholder value.

Overview of Executive Compensation Program Components

In 2011,To accomplish this objective in 2012, our compensation program for the Executives consisted of several compensation elements, each of which is discussed in more detail below. At the Company, decisions with respect to one element of pay tend not to impact other elements of pay. The following are the material elements of our compensation program for the Executives:

Our Common Stock ownership requirements applicable to the Executives are discussed in this CD&A.

We also provide various welfare benefits to the Executives on substantially the same basis as we provide to all salaried employees. We provide modestlimited perquisites and other personal benefits to the Executives.

Each element is reviewed individually and considered collectively with other elements of our compensation program to ensure that it is consistent with the goals and objectives of that particular element of compensation as well as our overall compensation program.

Market Data and Peer Group

In October 2010,2011, for use in 2011,2012, the Committee’s independent consultant collected and analyzed comprehensive market data, including base salary, target short-term incentives (non-equity incentive plan compensation) and long-term incentive opportunities. The market data was obtained from a proprietary database maintained by Aon Hewitt.

The elements of pay were benchmarked both individually and in total to the same comparator group.

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To develop market figures, compensation opportunities for the Executives were compared to the compensation opportunities for comparable positions at companies similar to us, defined as regulated utility industry companies in a revenue size range approximately one-half to double our size. The consultant used statistical techniques to adjust the market data to be appropriate for our revenue size.

We provide compensation opportunities at the size-adjusted median of the above-described market data, and design our incentive plans to pay significantly more or less than the target amount when performance is above or below target performance levels, respectively. Thus, our plans are designed to result in payouts that are market-appropriate given our performance for that year or period.

The companies identified as the peer group used to develop 20112012 compensation opportunities from the above-described data are listed below. The list is subject to change each year depending on mergers and acquisitions activity, the availability of the companies’ data through Aon Hewitt’s database and the continued appropriateness of the companies in terms of size and industry in relationship to the Company.

Mix of Pay

We believe that both cash compensation and non-cashnoncash compensation are appropriate elements of a total rewards program. Cash compensation is current compensation (i.e., base salary and annual incentive awards), while non-cashnoncash compensation is generally long-term compensation (i.e., equity-based incentive compensation).

A significant percentage of total compensation is allocated to short-term and long-term incentives as a result of the philosophy mentioned above. During 2011,2012, there was no pre-established policy or target for the allocation between either cash and non-cashnoncash or short-term and long-term compensation. Rather, the Committee reviewed the market data provided by its consultant to determine the appropriate level and mix of incentive compensation. The allocation between current and long-term compensation was based primarily on competitive market practices relative to base salaries, annual incentive awards and long-term incentive award values. By following this process, the impact to Executive compensation was to increase the proportion of pay that is at risk as an individual’s responsibility within the Company increases and to create long-term incentive opportunities that exceed short-term opportunities for Executives.

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20112012 FIXEDVERSUS PERFORMANCE-BASED COMPENSATION

The following table shows the allocation of each Executive’s base salary and short-term and long-term incentive compensation opportunities between fixed and performance-based compensation (at the target levels).

20112012 SHORT-TERMVERSUS LONG-TERM INCENTIVE COMPENSATION

The following table shows the allocation between each Executive’s target short-term and long-term incentive compensation opportunities (each at the target level) as a percentage of each Executive’s base salary.

Base Salary

Base salary compensates foris designed to reward competence and sustained performance in the executive role, and isrole. We choose to pay base salary as a standard pay element. Our base salary program is designed to provide the Executives with market competitive salaries based upon role, experience, competence and performance.

TheWe determine the amount for base salary by referencing the market data referenced above assisted in defining the pay parameters for each Executive.discussed above. Based on this data and the scope of each Executive’s role, a base salary range was established for each position at +/- 20 percent of the established market rate for the position. The base salary of each Executive is typically managed within this pay range.

Mr. T.R. Voss (our Chairman, President and Chief Executive Officer) recommended a 20112012 base salary increase for each of the other Executives considering their then-current salary in relation to the market median, experience and sustained individual performance and results, and that due to the business and economic environment affecting the Company, the Committee had maintained the annual base salary payable to several of the Executives in 2010 at the same levels as in effect as of the end of 2009.results. These recommendations, which took into account the market data provided by the Committee’s compensation consultant, were presented to the Committee for discussion and approval at the December 20102011 Committee meeting. Increases were approved based on the market data and base salary range, as well as internal pay equity, experience, individual performance and the need to retain an experienced team. Performance takes into account competence, initiative, contribution to achievement of our goals and leadership.

In December 2010,2011, the Committee also approved and the Board ratified an increase to the 20112012 base salary of Mr. Voss from $900,000 to $1,000,000 in connection with Mr. Voss’ annual performance review. The Committee’s decision to adjust Mr. Voss’ base salary was

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based on a number of factors, including but not limited to his performance as the Company’s Chief Executive Officer and the Committee’s review of base salary market data for the chief executive officer position at similar regulated utility industry companies.

In February 2011, the Committee approved and the Board ratified a further increase to the base salary of Mr. Sullivan from $438,000 to $458,000 per annum, effective as of March 2, 2011, in connection with the election of Mr. Sullivan as Chairman, President and Chief Executive Officer of Ameren Energy Resources Company, LLC and Chairman and President of AEG. The Committee’s decision to adjust Mr. Sullivan’s base salary was based on a number of factors, including but not limited to market data for these positions, Mr. Sullivan’s specific responsibilities and his experience relevant to the new positions.

Short-Term Incentive Compensation: Executive Incentive Plan

20112012 Ameren Executive Incentive Plan

Our short-term incentive compensation program element is entitled the Ameren Executive Incentive Plan (“EIP”). The EIP is designed to reward the achievement of Ameren earnings per share (“EPS”) targets and individual performance. We choose to pay it to encourage higher annual corporate and individual performance.

How the Plan Works

Our short-term incentive compensation program element is entitled the Ameren Executive Incentive Plan (“EIP”). For 2011,2012, the EIP (the “2011“2012 EIP”) was comprised of the following components in rewarding Executives for annual achievement:

EPS Targets and Weightings

Ameren EPS, calculated in accordance with general accounting principles, was the primary metric used to establish award opportunities under the 20112012 EIP and was used to determine the Executive’s base award, as EPS was determined by the Committee to have a significant impact on shareholder value.

The Committee established three levels of Ameren EPS achievement under the 20112012 EIP to reward Executives for results achieved in Ameren EPS performance. Achievement of Ameren EPS falling between the established levels was interpolated. The three levels are defined as follows:

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The range of Ameren EPS achievement levels for the 20112012 EIP, as established by the Committee in February 2011,2012, is shown below. Achievement levels could be adjusted to include or exclude specified items of an unusual or non-recurring nature as determined by the Committee atin its sole discretion and as permitted by the 2006 Omnibus Incentive Compensation Plan.