DEF 14A 1 d281921ddef14a.

htm DEFINITIVE PROXY STATEMENT

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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 Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12

Ameren Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:
 3) Filing Party:

4) Date Filed:

Persons who are to respond to the collection of information contained in this form are not required to respond
SEC 1913 (02-02) unless the form displays a currently valid OMB control number.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENT OF AMEREN CORPORATION

Time and Date: 9:00 A.M.

Tuesday
April 24, 2012

Place: Powell Symphony Hall

718 North Grand Boulevard
St. Louis, Missouri
(Free parking will be available)

IMPORTANT
If you plan to attend the annual meeting of shareholders, please advise the Company in your proxy vote (by telephone or the
Internet or by checking the appropriate box on the proxy card) and bring the Admission Ticket on the reverse side of your proxy
instruction card. Persons without tickets will be admitted to the meeting upon verification of their shareholdings in the Company. If
your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the
nominee indicating that you were the beneficial owner of the shares on February 27, 2012, 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 enclosed proxy card) as soon
as possible even if you own only a few shares. This will help ensure the presence of a quorum at the meeting. Promptly voting by proxy
will also help save the Company the expenses of additional solicitations. If you attend the meeting and want to change your proxy vote,
you can do so by voting in person at the meeting.
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AMEREN CORPORATION

NOTICE OF ANNUAL MEETING OF 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, 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;
(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;
(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
reductions through customer energy efficiency and renewable energy programs, if presented at the meeting; and
(7) 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, you are entitled to vote at
the meeting and at any adjournment thereof. All shareholders are requested to be present at the meeting in person or by proxy so that a
quorum may be assured.
You may vote via telephone or the Internet or, if you prefer, you may sign and return the enclosed proxy card in the enclosed
envelope. Your prompt vote by proxy will reduce expenses. Instructions for voting by telephone or the Internet are included with this
mailing. If you attend the meeting, you may revoke your proxy by voting in person.

By order of the Board of Directors.

/s/ Gregory L. Nelson

GREGORY L. NELSON
Secretary

St. Louis, Missouri

March 9, 2012
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TABLE OF CONTENTS

PAGE
PROXY STATEMENT SUMMARY 1
FORWARD-LOOKING INFORMATION 7
INFORMATION ABOUT THE ANNUAL SHAREHOLDERS MEETING 7
VOTING 7
Who Can Vote 7
How You Can Vote 9
How You Can Revoke Your Proxy 10
Householding of Proxy Statements and Annual Reports 10
OTHER ANNUAL MEETING MATTERS 11
How You Can Obtain Materials for the Annual Meeting 11
How You Can Review the List of Shareholders 11
Webcast of the Annual Meeting 11
ITEMS YOU MAY VOTE ON 11
Item (1): Election of Directors 11
Information Concerning Nominees to the Board of Directors 12
Board Structure 19
Corporate Governance 25
Director Compensation 35
Item (2): Advisory Approval of Executive Compensation 41
Item (3): Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending
December 31, 2012 42
Item (4): Shareholder Proposal Relating to Report on Coal Combustion Waste 43
Item (5): Shareholder Proposal Relating to Report on Coal-Related Costs and Risks 47
Item (6): Shareholder Proposal Relating to Assessment and Report on Greenhouse Gas and Other Air Emissions
Reductions Through Customer Energy Efficiency and Renewable Energy Programs 52
Other Matters 57
SECURITY OWNERSHIP 58
Security Ownership of More Than Five Percent Shareholders 58
Security Ownership of Directors and Management 59
Stock Ownership Requirements 60
Section 16(a) Beneficial Ownership Reporting Compliance 60
EXECUTIVE COMPENSATION 61
Human Resources Committee Report 61
Compensation Discussion and Analysis 61

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PAGE
Compensation Tables and Narrative Disclosures 76
Narrative Disclosure to Summary Compensation Table and Grants of
Plan-Based Awards Table 80
Pension Benefits 82
Nonqualified Deferred Compensation 84
Other Potential Post-Employment Payments 88
AUDIT AND RISK COMMITTEE REPORT 95
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 97
Fees for Fiscal Years 2011 and 2010 97
Policy Regarding the Pre-Approval of Independent Registered Public Accounting Firm Provision of Audit, Audit-Related
and Non-Audit Services 98
SHAREHOLDER PROPOSALS 98
PROXY SOLICITATION 98
FORM 10-K 99
Policy Regarding Nominations of Directors Appendix A

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement and in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2011 (the “2011 Form 10-K”) filed with the Securities and Exchange Commission (the
“SEC”). You should read the entire proxy statement and the 2011 Form 10-K carefully before voting.

Fiscal 2011 Company Highlights

During 2011, the Company was able to achieve the following successes while continuing to operate in a challenging
economic environment:
• an increase in the Company’s quarterly dividend by 3.9% in the fourth quarter of Fiscal 2011;
• regulated utility electric and natural gas rate increases;
• the enactment of the Illinois Energy Infrastructure Modernization Act, which allows electric utilities in the State of
Illinois (including Ameren Illinois) to make investments to upgrade aging electric infrastructure and technology, while
creating jobs, increasing customer savings, reducing and shortening electric outages and expanding opportunities for
renewable energy and efficiency measures;
• the approval by the Midwest Independent Transmission Operator, Inc. of more than $1.2 billion in regional electric
transmission projects, which are expected to earn timely and fair returns for shareholders;
• continued disciplined cost management, reflected in lower core non-fuel operations and maintenance expense;
• continued strong base load energy center availability and improved distribution system reliability;
• strong storm recovery performance;
• the development of lower cost environmental compliance strategies; and
• the issuance of the Company’s first Corporate Social Responsibility Report, which highlights the Company’s
commitment to shareholders, customers, employees and the communities it serves and to continue to deliver safe and
reliable energy in an environmentally responsible manner while enhancing shareholder value.

Annual Meeting of Shareholders

• Time and Date: 9:00 A.M.; Tuesday; April 24, 2012
• Place: Powell Symphony Hall
718 North Grand Boulevard
St. Louis, Missouri
• Record date: February 27, 2012
• Voting: Shareholders as of the record date are entitled to vote. Each share of common stock
is entitled to one vote for each director nominee and one vote for each of the
proposals. In general, shareholders may vote either in person at the Annual Meeting
or by telephone, the Internet or mail. See “VOTING — HOW

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YOU CAN VOTE” on page 9 for more detail regarding how you may vote if you are a
registered holder or a beneficial owner of shares held in “street name.”
• Admission: An admission ticket is required to enter the Company’s annual meeting. Please
follow the advance registration instructions on your proxy card.

Meeting Agenda
• Election of 11 directors
• Advisory approval of executive compensation
• Ratification of PricewaterhouseCoopers LLP (“PwC”) as independent registered public accounting firm for 2012
• Vote on three shareholder proposals
• Transact other business that may properly come before the meeting

Voting Matters

Page Reference
Board Vote Recommendation (for more detail)
• Election of Directors FOR EACH DIRECTOR
NOMINEE 11
Management Proposals
• Advisory Approval of Executive Compensation FOR 41
• Ratification of PwC as Independent Registered
Public Accounting Firm for 2012 FOR 42
Shareholder Proposals
• Shareholder Proposal Relating to Report on Coal
Combustion Waste AGAINST 43
• Shareholder Proposal Relating to Report on Coal-
Related Costs and Risks AGAINST 47
• Shareholder Proposal Relating to Assessment and
Report on Greenhouse Gas and Other Air Emissions
Reductions Through Customer Energy Efficiency
and Renewable Energy Programs AGAINST 52

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Board Nominees
The following provides summary information about each director nominee. Each director nominee is elected annually by a
majority of votes cast.

Committee Memberships
Director Experience/
Name Age Since Occupation Qualification Independent ARC HRC NCGC NOEC FC
Stephen F. Brauer 66 2006 Chairman and Chief • Leadership X X X
Executive Officer of • Strategy
Hunter Engineering • Finance
Company • Risk Management

Catherine S. Brune 58 2011 President, Allstate • Leadership X X X

Protection Eastern • Strategy
Territory of Allstate • Technology
Insurance Company • Risk Management
Ellen M. Fitzsimmons 51 2009 Senior Vice President of • Leadership X X X
Law and Public Affairs, • Government
General Counsel and Relations
Corporate Secretary of • Finance
CSX Corporation • Risk Management
Walter J. Galvin 65 2007 Vice Chairman of • Leadership X C X
Emerson Electric Co. • Accounting
• Finance
• Risk Management

Gayle P. W. Jackson 65 2005 President and Chief • Leadership X X X

Executive Officer of • Strategy
Energy Global, Inc. • Industry
• Finance
James C. Johnson 59 2005 General Counsel of Loop • Leadership X X C
Capital Markets LLC • Legal
• Governance
• Compensation
Steven H. Lipstein 55 2010 President and Chief • Leadership X X X
Executive Officer of BJC • Strategy
HealthCare • Finance
• Compensation

Patrick T. Stokes 69 2004 Former Chairman of • Leadership X, L C X

Anheuser-Busch • Strategy
Companies, Inc. • Finance
• Compensation
Thomas R. Voss 64 2009 Chairman, President and • Leadership
Chief Executive Officer • Strategy
of the Company • Regulatory
• Industry
Stephen R. Wilson 63 2009 Chairman, President and • Leadership X X C
Chief Executive • Strategy
Officer of CF Industries • Finance
Holdings, Inc. • Risk Management

Jack D. Woodard 68 2006 Retired Executive Vice • Leadership X X C

President and Chief • Regulatory
Nuclear Officer of • Industry
Southern Nuclear • Nuclear
Operating Company, Inc.

ARC Audit and Risk Committee

C Member and Chair of a Committee
HRC Human Resources Committee
L Lead Director
NCGC Nominating and Corporate Governance Committee
NOEC Nuclear Oversight and Environmental Committee
FC Finance Committee

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All director nominees, each of whom is a current director, attended at least 75% of the Board meetings and committee
meetings on which he or she sits. None of the director nominees were a participant to a “Related Person Transaction” in 2011, and no
“Related Person Transactions” are currently proposed.
The Board recommends voting “FOR” each nominee.

Executive Compensation Advisory Vote

The Company is asking shareholders to approve on an advisory basis the compensation of the executives named in the
Summary Compensation Table in this proxy statement (the “Executives”) and as disclosed herein and encourage 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 Board has a long-standing commitment to good corporate governance and recognizes the interests that shareholders have
in executive compensation. The Company’s compensation philosophy 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 Board recommends a “FOR” vote because it believes that the Human
Resources Committee, which is responsible for establishing the compensation for the Executives, appropriately designed the 2011
compensation program to align the long-term interests of the executives with that of shareholders to maximize shareholder value.

Compensation Components

Type Form Terms

• Fixed Pay • Base Salary • Set annually by the Human Resources Committee based upon market
conditions, peer data and other factors
• Short- • Executive Incentive Plan • Cash incentive pay based upon Company-wide EPS performance
term with an individual performance modifier
incentives
• Long- • Performance Share Unit Program • Performance-based PSUs have three-year performance period
term dependent on total shareholder return versus utility industry peers
incentives
• Retention Agreement • Retention Award payable in Company common stock made to
Ameren Missouri Chief Nuclear Officer based upon overall
performance at nuclear energy center during three-year performance
period
• Other • Retirement Benefits • Employee benefit plans available to all employees, including
401(k) savings and pension plans
• Supplemental retirement benefits that restore certain benefits not
available due to Internal Revenue Code limitations
• Deferred compensation program that provides opportunity to defer
part of base salary and short-term incentives, earned at market rates
• Change of Control Protections • Severance pay and vesting or payment of PSUs upon a change of
control together with a termination of employment
• Perquisites • Company provides modest perquisites to Executives

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Fiscal 2011 Executive Compensation Highlights

The Company’s compensation program for 2011 was substantially similar to the 2010 program approved by 92 percent of
votes cast by shareholders. Highlights of the Company’s 2011 executive compensation program, as described in the Compensation
Discussion and Analysis section, include:
• pay opportunities that are appropriate to the size of the Company when compared to other companies in the utility
industry;
• a pay program that is heavily performance-based, using multiple performance measures;
• full disclosure of the financial performance drivers used in our incentives, in numeric terms;
• a long-term incentives program that is entirely performance-based and aligned with shareholder interests through a
link to stock price and measurement of stock performance versus peer companies;
• no backdating or repricing of stock options (none of the Executives hold any options to purchase shares of Company
stock);
• stock ownership requirements for Executives, which align the interests of the Executives and shareholders;
• few perquisites;
• no employment contracts;
• relatively conservative change-in-control severance, and no excise tax gross-ups for new change of control plan
participants;
• annual incentive plan and long-term incentive plan performance grants are subject to a provision in the Company’s
2006 Omnibus Incentive Compensation Plan that requires a “clawback” of such incentive compensation in certain
circumstances; and
• retention of an independent compensation consultant engaged by, and who reports directly to, the Human Resources
Committee.
The Company’s pay-for-performance program led to the following actions and actual 2011 compensation being earned:
• 2011 annual incentive awards were earned at 123.5 percent of target; this payout reflected strong operational
performance by the Company in 2011 that was attributed, in part, to continued disciplined cost management, strong
energy center performance and regulated utility rate relief; and
• only 30 percent of the target three-year incentive awards made in 2009 were earned (plus accrued dividends of
approximately 5.5 percent) based on total shareholder return relative to the defined peer group over the three-year
(2009-2011) measurement period. At the December 31, 2011 vesting date, the PSUs were valued at $33.13 per share
rather than the $22.20 value at which such PSUs were granted; as a result, the actual earned amounts equaled 53
percent of the original target awards.
The Board unanimously recommends shareholders vote “FOR” the approval of named executive officer compensation on an
advisory basis.

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Ratification of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm

As a matter of good corporate governance, the Company is asking shareholders to ratify the appointment of PwC as our
independent registered public accounting firm for fiscal 2012. Set forth below is summary information with respect to PwC’s fees for
services provided in fiscal 2011 and fiscal 2010.

Year Ended Year Ended

December 31, 2011 December 31, 2010
Audit Fees $3,023,026 $3,535,296
Audit-Related Fees 531,074 478,252
Tax Fees 50,000 634,776
All Other Fees 20,400 175,700
The Board recommends that shareholders vote “FOR” ratifying the appointment of PwC as our independent registered public
accounting firm for fiscal 2012.

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PROXY STATEMENT OF AMEREN CORPORATION

(First sent or given to shareholders on or about March 9, 2012)
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 2011 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, 2012 (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”); Ameren Services Company (“Ameren Services”) and Ameren Energy Generating Company
(“AEG”).

VOTING

WHO CAN VOTE

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

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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, are entitled to vote at the Annual Meeting. In order to conduct the Annual Meeting, holders of more than one-half
of the outstanding shares entitled to vote must be present in person or represented by proxy so that there is a quorum. A quorum consists of
a majority of the outstanding shares entitled to vote, present or represented by proxy. The voting securities of the Company on
February 27, 2012, consisted of 242,634,742 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; 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 Customer Energy Efficiency and Renewable Energy Programs.
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

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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.
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 enclosed proxy card and mailing it in time to be received before the Annual Meeting.
The telephone and Internet voting procedures are designed to confirm your identity and to allow you to give your voting
instructions. If you wish to vote by telephone or the Internet, please follow the instructions on your proxy card. Additional instructions will
be provided on the telephone message and website. Please have your proxy card at hand when voting. If you vote by telephone or Internet,
DO NOT mail a proxy card. The telephone and Internet voting facilities will close at 11:59 P.M. Eastern time on April 23, 2012.
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

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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.
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, 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,
2012 (following the directions on the proxy card). Attendance at the Annual Meeting will not cause your previously granted proxy to be
revoked unless you specifically so request.

HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTS

The Company is permitted and intends to mail only one annual report and one proxy statement to multiple registered
shareholders sharing an address who have received prior notice of our intent and consented to the delivery of one annual report and proxy
statement per address, so long as the Company has not received contrary instructions from one or more of such shareholders. This practice
is commonly referred to as “householding.” Householding reduces the volume of duplicate information received at your household and the
cost to the Company of preparing and mailing duplicate materials.
If you share an address with other registered shareholders and your household receives one set of the proxy statement and the
annual report and you decide you want a separate copy of the proxy statement and/or the annual report, the Company will promptly mail
your separate copy if you contact the Office of the Secretary, Ameren Corporation, P.O. Box 66149, St. Louis, Missouri 63166-6149 or by
calling toll free 1-800-255-2237 (or in the St. Louis area 314-554-3502). Additionally, to resume the mailing of individual copies of future
annual reports and proxy statements to a particular shareholder, you may contact the Office of the Secretary, and your request will be
effective within 30 days after receipt. You may request householding of these documents by providing the Office of the Secretary with a
written request to eliminate multiple mailings. The written request must include names and account numbers of all shareholders consenting
to householding for a given address and must be signed by those shareholders.
Additionally, the Company has been notified that certain banks, brokers and other nominees may household the Company’s
annual report and proxy statement for shareholders who hold Company shares with the bank, broker or other nominee in “street” name and
have consented to householding. In this case, you may request an individual copy of this proxy statement and/or the annual report by
contacting your bank, broker or other nominee.

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OTHER ANNUAL MEETING MATTERS

HOW YOU CAN OBTAIN MATERIALS FOR THE ANNUAL MEETING

This proxy statement and the accompanying proxy card are first being mailed to shareholders on or about March 9, 2012. In the
same package with this proxy material, you should have received a copy of our 2011 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 REVIEW THE LIST OF 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.

WEBCAST OF THE ANNUAL MEETING

The Annual Meeting will also be webcast on April 24, 2012. You are invited to visit http://www.ameren.com at 9:00 A.M. CT on
April 24, 2012, to hear the webcast of the Annual Meeting. On our home page, you will click on “Live Webcast Annual Meeting April 24,
2012, 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): ELECTION OF 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 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

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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 NOMINEES TO THE BOARD OF DIRECTORS

The nominees for our Board of Directors are listed below, along with their age as of December 31, 2011, 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.
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. 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.
Based primarily upon Mr. Brauer’s extensive 32-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 NOMINEES TO THE BOARD OF 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.
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,
as well as those demonstrated attributes discussed in the first paragraph under “INFORMATION
CONCERNING NOMINEES TO THE BOARD OF 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
Senior Vice President of Law and Public Affairs, General Counsel and Corporate Secretary of
CSX Corporation, a leading transportation supplier. Ms. Fitzsimmons joined CSX Corporation in
1991 and has served in her current position since December 2003. Ms. Fitzsimmons oversees all
legal, government relations and public affairs activities for CSX. 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.
Based primarily upon Ms. Fitzsimmons’ extensive executive and leadership experience as the
Senior Vice President, General Counsel and Corporate Secretary of a transportation supplier; strong
legal, government relations, public affairs, regulatory, accounting, financial, risk 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
NOMINEES TO THE BOARD OF 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
Vice Chairman of Emerson Electric Co., an electrical and electronic manufacturer. Mr. Galvin
has served as Emerson’s Vice Chairman since October 2009. He served as Emerson’s Chief
Financial Officer from 1993 until February 2010. He has served as a management member of
Emerson’s Board of Directors since 2000. Director of the Company since 2007. Other directorships:
Emerson Electric Co. (2000-present); F.M. Global Insurance Company (1995-present). Age: 65.
Based primarily upon Mr. Galvin’s extensive executive management and leadership experience as
the Vice Chairman and former Chief Financial Officer of an industrial manufacturing company;
significant accounting, financial, regulatory, compensation and administrative skills and experience;
and tenure and contributions as a current Board and Board committee member, as well as those
demonstrated attributes discussed in the first paragraph under “INFORMATION CONCERNING
NOMINEES TO THE BOARD OF 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.
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 NOMINEES TO THE BOARD OF 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.
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 NOMINEES TO THE BOARD OF 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.
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 NOMINEES TO THE BOARD OF
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.
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 NOMINEES TO THE BOARD OF 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, CIPS
and Ameren Services in 1999, of AEG in 2001, of CILCORP and CILCO in 2003 and of IP in
September 2004. He was elected Executive Vice President and Chief Operating Officer of the
Company effective January 1, 2005 and Executive Vice President of 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, in connection with
certain organizational changes to the Company’s structure and reporting relationships, Mr. Voss
relinquished his officer positions at CIPS, Ameren Services, CILCO and IP and in May 2007, he
relinquished his officer positions at CILCORP and AEG. Effective May 1, 2009, Mr. Voss 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); AEG (2003-2008). Age: 64.
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; 43 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 NOMINEES TO THE BOARD OF
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). Age: 63.
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 NOMINEES TO THE BOARD OF 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 advisor 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.
Based primarily upon Mr. Woodard’s extensive executive management and leadership experience as
the former Executive Vice President and Chief Nuclear Officer of a utilities company; experience as
an advisor to Ameren’s Board and the Nuclear Oversight Committee prior to his election to
Ameren’s Board and as a consultant to certain electric utilities and power generation equipment and
services supplier companies; strong regulatory, nuclear operations and administrative skills and
experience; and tenure and contributions as a current Board and Board committee member, as well
as those demonstrated attributes discussed in the first paragraph under “INFORMATION
CONCERNING NOMINEES TO THE BOARD OF 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, the Board of Directors met 7 times. All directors attended or participated in 75 percent or more of the aggregate
number of meetings of the Board and the Board Committees of which they were members.
The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 2011
annual meeting of shareholders, all of the 10 directors 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) were in
attendance.

Director Qualification Standards

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

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

Board Leadership Structure

The Company’s By-Laws and Corporate Governance Guidelines delegate to the Board of Directors the right to exercise its
discretion to either separate or combine the offices of Chairman of the Board and Chief Executive Officer. This decision is based upon the
Board’s determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future
circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and
other relevant factors. The Board has determined that the Board leadership structure that is most appropriate at this time, given the specific
characteristics and circumstances of the Company 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:
• such a Board leadership structure has previously served the Company and its shareholders well and the structure serves
them well again, based primarily on Mr. Voss’ background, skills and experience, as detailed in his biography above;

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• pursuant 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 Company has a designated independent Lead Director (as defined and
discussed below), selected by the Company’s Nominating and Corporate Governance Committee and ratified by vote of
the non-management directors, with clearly delineated and comprehensive duties and responsibilities as set forth in the
Company’s Corporate Governance Guidelines, which provides the Company with a strong counterbalancing governance
and leadership structure that is designed so that independent directors exercise oversight of the Company’s management
and key issues related to strategy and risk and thus, makes separating the Chairman of the Board and Chief Executive
Officer positions at this time unnecessary;
• only independent directors serve on the Audit and Risk Committee, the Human Resources Committee and the Nominating
and Corporate Governance Committee of the Board and all standing Board committees are currently chaired by
independent directors;
• non-management directors regularly hold executive sessions of the Board outside the presence of the Chairman, the Chief
Executive Officer or any other Company employee and meet in private session with the Chief Executive Officer at every
regularly scheduled Board meeting;
• the Board’s independent directors also hold executive sessions at least once each year, which are led by the Lead Director;
• the Company has established a Policy Regarding Communications to the Board of Directors for all shareholders and other
interested parties;
• the combined chairman and chief executive officer position continues to be the principal board leadership structure in
corporate America and among the Company’s peer companies; and
• there is no empirical evidence that separating the roles of chairman and chief executive officer improves return for
shareholders.
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;

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serve as a liaison between the Chairman and Chief Executive Officer and the non-management directors; call meetings of the independent
directors; collaborate with the Chairman and Chief Executive Officer in developing the agenda for meetings of the Board and approve
such agendas; consult with the Chairman and Chief Executive Officer on information that is sent to the Board; collaborate with the
Chairman and the Chief Executive Officer and the Chairpersons of the standing committees in developing and managing the schedule of
meetings of the Board and approve such schedules; and if requested by major shareholders, ensure that he or she is available for
consultation and direct communication. In performing the duties described above, the Lead Director is expected to consult with the Chairs
of the appropriate Board committees and solicit their participation. The Lead Director also performs such other duties as may be assigned
to the Lead Director by the Company’s By-Laws or the Board of Directors.

Risk Oversight Process

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

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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 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, 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:
• an appropriate balance of fixed and variable pay opportunities;
• caps on incentive plan payouts;
• the use of multiple performance measures in the Company’s compensation program;
• performance measured at the corporate level;
• a mix between short-term and long-term incentives, with an emphasis for executives on rewarding long-term
performance;
• Committee discretion regarding individual executive awards;
• oversight by non-participants in the plans;
• the code of conduct, internal controls and other measures implemented by the Company;
• the existence of anti-hedging policies for executives;
• annual incentive plan and long-term incentive plan performance grants are subject to a provision in the 2006 Omnibus
Incentive Compensation Plan that requires a “clawback” of such incentive compensation in certain circumstances; and
• the implementation of stock ownership and holding requirements that are applicable to all members of the Ameren
Leadership Team, including the Executives.
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.

Meetings
Standing Committee and Function Chair and Members in 2011
Audit and Risk Committee Walter J. Galvin, 9
Chairman
Appoints and oversees the independent registered public accountants; pre-approves all audit,
audit-related services and non-audit engagements with independent registered public Stephen F. Brauer
accountants; approves the annual internal audit plan, annual staffing plan and financial Catherine S. Brune
budget of the internal auditors; reviews with management the design and effectiveness of Ellen M. Fitzsimmons
internal controls over financial reporting; reviews with management and independent
registered public accountants the scope and results of audits and financial statements,
disclosures and earnings press releases; reviews the appointment of the internal audit
manager or any third-party provider of internal audit services; reviews the internal audit
function; reviews with management the business risk management processes, which include
the identification, assessment, mitigation and monitoring of risks on a Company-wide basis;
coordinates its oversight of business risk management with other Board committees having
primary oversight responsibilities for specific risks; oversees an annual audit of the
Company’s political contributions; performs other actions as required by the Sarbanes-Oxley
Act of 2002, the NYSE listing standards and its Charter; establishes a system by which
employees may communicate directly with members of the Committee about accounting,
internal controls and financial reporting deficiency; and performs its committee functions for
all Ameren subsidiaries which are registered companies pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Walter J. Galvin qualifies as an “audit
committee financial expert” as that term is defined by the SEC. A more complete description
of the duties of the Committee is contained in the Audit and Risk Committee’s Charter
available at http://www.ameren.com/Investors.

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Meetings
Standing Committee and Function Chair and Members in 2011
Human Resources Committee Patrick T. Stokes, 5
Chairman
Reviews and approves objectives relevant to the compensation of Chief Executive Officers of
the Company and its subsidiaries as well as other executive officers; administers and James C. Johnson
approves awards under the incentive compensation plan; administers and approves incentive Steven H. Lipstein
compensation plans, executive employment agreements, if any, severance agreements, Jack D. Woodard
change in control agreements and determines policy with respect to Section 162(m) of the
Internal Revenue Code of 1986 (the “IRC”); reviews with management, and prepares an
annual report regarding, the Compensation Discussion and Analysis section of the Company’s
Form 10-K and proxy statement; acts on important policy matters affecting personnel;
recommends to the Board amendments to those pension plans sponsored by the Company or
one or more of its subsidiaries, except as otherwise delegated; performs other actions as
required by the NYSE listing standards and its Charter; and performs its committee functions
for all Ameren subsidiaries which are registered companies pursuant to the Exchange Act. A
more complete description of the duties of the Committee is contained in the Human
Resources Committee’s Charter available at http://www.ameren.com/Investors.
Nominating and Corporate Governance Committee James C. Johnson, 6
Chairman
Adopts policies and procedures for identifying and evaluating director nominees; identifies
and evaluates individuals qualified to become Board members and director candidates, Stephen F. Brauer
including individuals recommended by shareholders; reviews the Board’s policy for director Ellen M. Fitzsimmons
compensation and benefits; establishes a process by which shareholders and other interested Gayle P.W. Jackson
persons will be able to communicate with members of the Board; develops and recommends
to the Board corporate governance guidelines; oversees the Company’s code of business
conduct (referred to as its Corporate Compliance Policy), Code of Ethics for Principal
Executive and Senior Financial Officers and the Policy and Procedures With Respect to
Related Person Transactions (see “— CORPORATE GOVERNANCE” below); assures that the
Company addresses relevant public affairs issues from a perspective that emphasizes the
interests of its key constituents (including, as appropriate, shareholders, employees,
communities and customers); reviews and recommends to the Board shareholder proposals
for inclusion in proxy materials that relate to public affairs and/or corporate social
responsibility issues; reviews semi-annually with management the performance for the
immediately preceding six months regarding constituent relationships (including, as
appropriate, relationship with shareholders, employees, communities and customers); reviews
requests for certain charitable contributions in accordance with the Company’s Charitable
Contribution Policy; performs other actions as required by the NYSE listing standards and its
Charter; and performs its committee functions for all Ameren subsidiaries which are
registered companies pursuant to the Exchange Act. A more complete description of the
duties of the Committee is contained in the Nominating and Corporate Governance
Committee’s Charter available at http://www.ameren.com/Investors.

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Meetings
Standing Committee and Function Chair and Members in 2011
Nuclear Oversight and Environmental Committee Jack D. Woodard, 7
Chairman
Provides Board-level oversight of the Company’s nuclear power facility as well as long-
term plans and strategies of the Company’s nuclear power program; and assists the Board in Catherine S. Brune
providing oversight of the Company’s policies, practices and performance relating to Gayle P.W. Jackson
environmental affairs. A more complete description of the duties of the Committee is Stephen R. Wilson
contained in the Nuclear Oversight and Environmental Committee’s Charter available at
http://www.ameren.com/Investors.
Finance Committee Stephen R. Wilson, 6
Chairman
Oversees overall financial policies and objectives of the Company and its subsidiaries,
including capital project review and approval of financing plans and transactions, Walter J. Galvin
investment policies and rating agency objectives; reviews and makes recommendations Steven H. Lipstein
regarding the Company’s dividend considerations; reviews and recommends to the Board Patrick T. Stokes
the capital budget of the Company and its subsidiaries; reviews, approves and monitors all
capital projects with estimated capital expenditures of between $25 million and $50 million;
recommends to the Board and monitors all capital projects with estimated capital costs in
excess of $50 million; reviews and evaluates potential mergers, acquisitions, participations
in joint ventures, divestitures and other similar transactions; approves the investment
strategy and asset allocation guidelines for those pension plans sponsored by the Company
or one or more of its wholly owned subsidiaries (“Company Pension Plans”); approves
actions or delegates responsibilities for the investment strategy and asset allocation
guidelines for the Company Pension Plans; monitors actuarial assumptions and reviews the
investment performance, funded status and projected contributions for the Company
Pension Plans; reviews the Company’s and its subsidiaries’ capital markets and other
financing plans; reviews and recommends to the Board the Company’s equity financings;
approves the parameters for the material terms of the Company’s long-term debt financings
and its subsidiaries’ long-term debt and equity issuances; and oversees the Company’s
commodity risk assessment process, system of controls and the measures taken by
management to address failures in compliance with established risk management policies
and procedures. A more complete description of the duties of the Committee is contained in
the Finance Committee’s Charter available at http://www.ameren.com/Investors.

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

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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.

Human Resources Committee Governance

The Human Resources Committee focuses on good governance practices in its operation. In 2011, this included:
• considering compensation for the Executives (as defined below) in the context of all of the components of total
compensation;
• requiring several meetings to discuss important decisions;
• reviewing tally sheets for the Executives including all components of total compensation packages (tally sheets help the
Committee understand the cumulative effect of the compensation decisions it has made over time, to determine whether
the result has been excessive or unreasonable; the Committee concluded upon review that it was neither);
• receiving meeting materials several days in advance of meetings;
• conducting executive sessions with Committee members only; and
• obtaining professional advice from an independent compensation consultant engaged directly by and who reports to the
Committee.

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 2011 is described below under “EXECUTIVE COMPENSATION
— COMPENSATION DISCUSSION AND 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 DISCUSSION AND
ANALYSIS — Timing of Compensation Decisions and Awards” below.

Role of Compensation Consultant

In February 2011, the Human Resources Committee approved the continued engagement of Meridian as its independent
compensation consulting firm.
For 2011, Meridian provided the following services to the Committee:
• competitive market pay and market trend analyses, including comparisons of short-term incentive payouts and financial
performance to utility peers;
• preparation of tally sheets and review of the same with the Committee;
• review and advice on the Compensation Discussion and Analysis section included in the Company’s proxy statement;
• advice in connection with the Committee’s risk analysis of the Company’s compensation policies and practices;

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• advice regarding retention agreements for Ameren Missouri’s nuclear officers;

• advice with respect to legal, regulatory and/or accounting considerations impacting Ameren’s compensation and benefit
programs; and
• other requests relating to executive compensation issues.
Meridian representatives attended all of the Human Resources Committee meetings during 2011. 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. 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.
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.

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 2011 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.

Consideration of Director Nominees

The Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with
the Company’s Director Nomination Policy, a copy of which is attached hereto as Appendix A. Briefly, the Committee will consider as a
candidate any director of the Company who has indicated to the Committee that he or she is willing to stand for re-election as well as any
other person who is recommended by any shareholders of the Company who provide the required information and certifications within the
time requirements, as set forth in the Director Nomination Policy. The Committee may also undertake its own search process for
candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential
nominees. In 2011, the Company made payments in the approximate amount of $92,500 to 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

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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:
• the highest professional and personal ethics;
• broad experience in business, government, education or technology;
• ability to provide insights and practical wisdom based on their experience and expertise;
• commitment to enhancing shareholder value;
• sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to
a reasonable number;
• compliance with legal and regulatory requirements;
• 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; and
• independence; a majority of the Board shall consist of independent directors, as defined by the Company’s Director
Nomination Policy. See “— Director Independence” below.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate
Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders.
The Nominating and Corporate Governance Committee does, however, believe it appropriate for at least one member of the Board to meet
the criteria for an “audit committee financial expert” as defined by SEC rules. In addition, because the Company is committed to
maintaining its tradition of inclusion and diversity within the Board, each assessment and selection of director candidates will be made by
the Nominating and Corporate Governance Committee in compliance with the Company’s policy of non-discrimination based on race,
color, religion, sex, national origin, ethnicity, age, disability, veteran status, pregnancy, marital status, sexual orientation or any other
reason prohibited by law. The Nominating and

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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, 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
“— Director Independence” 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:
• has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization
that has a relationship with the Company;
• is not an employee of the Company and no member of his or her immediate family is an executive officer of the
Company;
• has not been employed by the Company and no member of his or her immediate family has been an executive officer of
the Company during the past three years;

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• has not received and no member of his or her immediate family has received more than $120,000 per year in direct
compensation from the Company in any capacity other than as a director or as a pension for prior service during the past
three years;
• is not currently a partner or employee of a firm that is the Company’s internal or external auditor; does not have an
immediate family member who is a current partner of the Company’s internal or external auditor; does not have an
immediate family member who is a current employee of the Company’s internal or external auditor and who personally
works on the Company’s audit; and for the past three years has not, and no member of his or her immediate family has
been a partner or employee of the Company’s internal or external auditor and personally worked on the Company’s audit
within that time;
• is not and no member of his or her immediate family is currently, and for the past three years has not been, and no
member of his or her immediate family has been, part of an interlocking directorate in which an executive officer of the
Company serves on the compensation committee of another company that employs the director or an immediate family
member of the director;
• is not an executive officer or an employee, and no member of his or her immediate family is an executive officer, of
another company that makes payments to, or receives payments from, the Company for property or services in an amount
which, in any single year, exceeds the greater of $1 million, or two percent of such other company’s consolidated
revenues during any of the past three years;
• is free of any relationships with the Company that may impair, or appear to impair his or her ability to make independent
judgments; and
• is not and no member of his or her immediate family is employed as an executive officer of a charitable organization that
receives contributions from the Company or a Company charitable trust, in an amount which exceeds the greater of
$1 million or two percent of such charitable organization’s total annual receipts.
For purposes of determining a “material relationship,” the following standards are utilized:
• any payments by the Company to a director’s primary business affiliation or the primary business affiliation of an
immediate family member of a director for goods or services, or other contractual arrangements, must be made in the
ordinary course of business and on substantially the same terms as those prevailing at the time for comparable
transactions with non-affiliated persons; and
• the aggregate amount of such payments must not exceed two percent of the Company’s consolidated gross revenues;
provided, however, there may be excluded from this two percent standard payments arising from (a) competitive bids
which determined the rates or charges for the services and (b) transactions involving services at rates or charges fixed by
law or governmental authority.
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

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“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 is the Vice Chairman of Emerson
Electric Co., which, together with its subsidiaries (“Emerson”), purchased rate-regulated energy services from and made utility pole
attachment license payments to Company subsidiaries. Certain Company subsidiaries purchased, on a negotiated basis, engineering system
support and consulting services, as well as electric motors, control valves and associated instrumentation and other materials from
Emerson. The Board determined that its subsidiaries followed the Company procurement and sales policies and procedures, that the
amounts were well under the thresholds under the director independence requirements, that the relationship with Emerson serves the best
interests of the Company and its shareholders and should continue, and that Mr. Galvin did not have a direct or indirect material interest in
the transactions and therefore, such transactions 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. Lipstein is President and Chief
Executive Officer of BJC HealthCare which, together with its affiliates (“BJC HealthCare”), purchased rate-regulated energy services
from Company subsidiaries. Certain Company subsidiaries made claims payments, on a negotiated basis, to BJC HealthCare, one of the
health care providers under our group health plan. The Board determined that its subsidiaries followed the Company procurement and
sales policies and procedures, that the amounts were well under the thresholds under the director independence requirements, 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 have a direct or indirect material interest in the transactions and therefore, such transactions 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.

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All of the referenced transactions were ordinary course commercial transactions made on an arms length basis. The Board
considered each of these transactions and relationships and determined that none of them was material or affected the independence of
directors involved under either the general independence standards contained in the NYSE’s listing standards or the categorical standards
contained in our Director Nomination Policy.
As a result of this review, the Board, at its meeting in February 2012, 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 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

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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
above, we had no Related Person Transactions in 2011, except for the employment relationships described below. In accordance with the
policy, the Human Resources Committee, in the case of employment relationships involving compensation exceeding $120,000, approved
the following Related Person Transactions for 2011:
• employment of Michael G. Mueller, the Vice President, Energy Trading and Fuel Commodities of Ameren Missouri and
former President of Ameren Energy Fuels and Services Company and son of Charles W. Mueller, a former director of
Ameren; and
• employment of Charles R. Mueller, Manager, Strategic Initiatives of Ameren Illinois, son of Charles W. Mueller, a former
director of Ameren.
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

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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, and no Related
Person Transactions are currently proposed.

Legal and Regulatory Matters

In 2011, BJC HealthCare, in conjunction with other industrial customers as a coalition, acted as an 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 [email protected]. All
communications should not exceed 500 words in length and must be accompanied by the following information: if the person submitting
the communication is a shareholder, a statement of the number of shares of the Company’s Common Stock that the person holds; if the
person submitting the communication is not a shareholder and is submitting the communication to the Lead Director or the non-
management directors as an interested party, the nature of the person’s interest in the Company; any special interest, meaning an interest
not in the capacity of a shareholder of the Company, of the person in the subject matter of the communication; and the address, telephone
number and e-mail address, if any, of the person submitting the communication. Communications received from shareholders and other
interested persons to the Board of Directors will be reviewed by the Head of Investor Relations and if they are relevant to, and consistent
with, the Company’s operations and policies that are approved by all non-management members of the Board and if they conform to the
procedural requirements of the Policy, they will be forwarded by the Office of the Corporate Secretary to the Lead Director or applicable
Board member or members as expeditiously as reasonably practicable.

Annual Assessment of Board, Board Committee and Individual Director Performance

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

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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, 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 and Stock Awards

The 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 2011, for each director who is not an employee of the
Company:
• an annual cash retainer of $50,000 payable in 12 equal installments;
• an award of immediately vested shares of the Company’s Common Stock equaling approximately $80,000 provided
annually to all directors on or about January 1. An award of immediately vested shares of the Company’s Common Stock
equaling approximately $80,000 is also provided to new directors upon initial election to the Board;
• a fee of $1,500 for each Board meeting attended;
• a fee of $1,500 for each Board committee meeting attended;
• an additional annual cash retainer of $20,000 for the Lead Director and $10,000 for the Chairpersons of the Human
Resources Committee, the Nominating and Corporate Governance Committee, the Nuclear Oversight and Environmental
Committee and the Finance Committee;
• an additional annual cash retainer of $15,000 for the Chairperson of the Audit and Risk Committee and an additional
$10,000 annual cash retainer for the other members of the Audit and Risk Committee;
• an additional annual cash retainer of $5,000 for members of the Human Resources Committee, the Nominating and
Corporate Governance Committee, the Nuclear Oversight and Environmental Committee and the Finance Committee;
• reimbursement of customary and usual travel expenses; and
• eligibility to participate in a nonqualified deferred compensation program, as described below.
Directors who are employees of the Company do not receive compensation for their services as a director.
The compensation program for non-management directors is reviewed on an annual basis by the Nominating and Corporate
Governance Committee. In June 2011, this review, in consultation with its director compensation independent consultant, included an
evaluation of a comparative peer group of companies that is identical to the 2011 PSUP peer group (as discussed under “—
COMPENSATION DISCUSSION AND ANALYSIS — Long-Term Incentives: Performance Share Unit Program (“PSUP”)” below) to determine
the overall competitiveness of pay and prevalence of program features of Ameren’s director compensation program.

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Based on this review, in December 2011, the Nominating and Corporate Governance Committee recommended and the Board of Directors
approved the following compensation program for each director who is not an employee of the Company, effective January 1, 2012:
• an annual cash retainer of $55,000 payable in 12 equal installments;
• an award of immediately vested shares of the Company’s Common Stock equaling approximately $85,000 provided
annually to all directors on or about January 1. An award of immediately vested shares of the Company’s Common Stock
equaling approximately $85,000 shall also be provided to new directors upon initial election to the Board;
• a fee of $1,750 for each Board meeting attended;
• a fee of $1,750 for each Board committee meeting attended;
• an additional annual cash retainer of $20,000 for the Lead Director and $10,000 for the Chairpersons of the Human
Resources Committee, the Nominating and Corporate Governance Committee and the Finance Committee;
• an additional annual cash retainer of $15,000 for the Chairpersons of the Audit and Risk Committee and the Nuclear
Oversight and Environmental Committee, and an additional $10,000 annual cash retainer for the other members of the
Audit and Risk Committee and the Nuclear Oversight and Environmental Committee;
• an additional annual cash retainer of $5,000 for members of the Human Resources Committee, the Nominating and
Corporate Governance Committee and the Finance Committee;
• reimbursement of customary and usual travel expenses; and
• eligibility to participate in a nonqualified deferred compensation program, as described below.

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The following table sets forth the compensation paid to non-management directors for fiscal year 2011, other than
reimbursement for travel expenses.

DIRECTOR COMPENSATION TABLE

Change In Pension
Value and
Fees Nonqualified
Earned Non-Equity Deferred
or Paid in Stock Option Incentive Plan Compensation All Other
Cash(1) Awards(2) Awards(3) Compensation(3) Earnings(4) Compensation Total
Name ($) ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h)
S.F. Brauer 95,004 80,010 – – – – 175,014
C.S. Brune 12,834 79,479 – – – – 92,313
E.M. Fitzsimmons 93,504 80,010 – – – – 173,514
W.J. Galvin 103,008 80,010 – – 8,563 – 191,581
G.P.W. Jackson 90,012 80,010 – – – – 170,022
J.C. Johnson 90,504 80,010 – – – – 170,514
S.H. Lipstein 90,601 80,010 – – – – 170,611
C.W. Mueller(5) 29,168 80,010 – – – – 109,178
H. Saligman(5) 26,004 80,010 – – 21,991 – 128,005
P.T. Stokes 115,008 80,010 – – 19,497 – 214,515
S.R. Wilson 99,504 80,010 – – – – 179,514
J.D. Woodard 95,004 80,010 – – 14,497 – 189,511

(1) Represents the cash retainer and fees for service on the Board of Directors and its committees and meeting attendance as discussed
above.
(2) As discussed above, the annual grants of immediately vested shares of the Company’s Common Stock equaling approximately
$80,000 were awarded to Directors Brauer, Fitzsimmons, Galvin, Jackson, Johnson, Lipstein, Mueller, Saligman, Stokes, Wilson
and Woodard on January 10, 2011, and to Director Brune on December 22, 2011, in connection with her initial election to the
Board. The price at which such shares were granted to the non-management directors pursuant to the 2006 Omnibus Incentive
Compensation Plan was $28.48 per share on January 10, 2011 and $32.09 per share on December 22, 2011. As of December 31,
2011, Directors Galvin, Saligman, Stokes and Woodard each had an aggregate of 34,978 deferred Stock Units (as defined below)
accumulated in their deferral accounts from deferrals of annual stock awards, including additional deferred Stock Units credited as
a result of dividend equivalents earned with respect to the deferred Stock Units (see “— Directors Deferred Compensation Plan
Participation” below).
(3) No stock option awards or payouts under non-equity incentive plans were received by any non-management director in 2011.
(4) Ameren does not have a pension plan for non-management directors. The amount in this column consists solely of the above
market earnings on cash compensation deferred with respect to plan years beginning on or prior to January 1, 2010 for deferrals
made prior to January 1, 2010 and with respect to plan years beginning on or after January 1, 2011 for deferrals made prior to
January 1, 2010 (see “— Directors Deferred Compensation Plan Participation” below). 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.
(5) Each of Messrs. Mueller and Saligman completed his term of service as a director on April 21, 2011.

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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, Directors Galvin, Stokes and Woodard
and former Director Saligman elected to defer their annual Board and Board committee cash retainers, meeting fees and 2011 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:

Table A
Calculation for Plan Year Deferral Date Rate
Plan Years beginning on or prior to January 1, Deferrals prior to January 1, 2010 150 percent of the average of the monthly
2010 Mergent’s Seasoned AAA Corporate Bond
Yield Index rate (the “Directors Deferred
Plan Index Rate”) for the calendar year
immediately preceding such plan year —
for 2011 such interest crediting rate was
7.44 percent
Plan Years beginning on or after January 1, 2011 Deferrals prior to January 1, 2010 Directors Deferred Plan Index Rate for the
12-month period ending on November 30 of
the calendar year immediately preceding
such plan year — for 2011 such interest
crediting rate was 7.44 percent
Plan Years beginning on or after January 1, Deferrals on and after 120 percent of the applicable federal long-
2010 January 1, 2010 term rate, with annual compounding (as
prescribed under the IRC) (“AFR”) for the
December immediately preceding such plan
year (the “Directors Deferred Plan Interest
Rate”) — for 2011 such interest crediting
rate was 4.24 percent

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

Table B
Calculation for Plan Year Deferral Date Rate
Plan Years beginning on or prior to January 1, Deferrals prior to January 1, 2010 Average monthly Mergent’s Seasoned AAA
2010 Corporate Bond Yield Index rate (the
“Directors Deferred Plan Base Index Rate”)
for the calendar year immediately preceding
such plan year — for 2011 such interest
crediting rate was 4.96 percent
Plan Years beginning on or after January 1, Deferrals prior to January 1, 2010 Directors Deferred Plan Base Index Rate for
2011 the 12-month period ending on
November 30 of the calendar year
immediately preceding such plan year —
for 2011 such interest crediting rate was
4.96 percent
Plan Years beginning on or after January 1, Deferrals on and after Directors Deferred Plan Interest Rate — for
2010 January 1, 2010 2011 such interest crediting rate was
4.24 percent
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

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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
net shares delivered to him or her after January 1, 2012 under Ameren’s equity compensation programs.

ITEM (2): ADVISORY APPROVAL OF 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 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 2011 was substantially similar to the 2010 program
approved by 92 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:
• pay opportunities that are appropriate to the size of the Company when compared to other companies in the utility
industry;
• a pay program that is heavily performance-based, using multiple performance measures;
• full disclosure of the financial performance drivers used in our incentives, in numeric terms;

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• a long-term incentives program that is entirely performance-based and aligned with shareholder interests through a link to
stock price and measurement of stock performance versus peer companies;
• no backdating or repricing of stock options (none of the Executives hold any options to purchase shares of Company
stock);
• stock ownership requirements for Executives, which align the interests of the Executives and shareholders;
• few perquisites;
• no employment contracts;
• relatively conservative change-in-control severance, and no excise tax gross-ups for new change of control plan
participants;
• annual incentive plan and long-term incentive plan performance grants are subject to a provision in the 2006 Omnibus
Incentive Compensation Plan that requires a “clawback” of such incentive compensation in certain circumstances; and
• retention of an independent compensation consultant engaged by, and who reports directly to, the Human Resources
Committee.
In light of the foregoing, the Board of Directors unanimously recommends voting FOR ITEM (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.

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): RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012
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. 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.

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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.

ITEM (4): SHAREHOLDER PROPOSAL RELATING TO REPORT ON COAL COMBUSTION WASTE

Proponents of the shareholder proposal described below notified the Company of their intention to attend the Annual Meeting to
present the proposal for consideration and action. The names and addresses of the proponents and the number of shares they hold will be
furnished by the Secretary of the Company upon receipt of any 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 proponents.

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

REPORT ON COAL COMBUSTION WASTE

Coal combustion waste (CCW) is a by-product of burning coal and contains high concentrations of arsenic, mercury, lead, and
other heavy metals and toxins.
Coal ash disposed of 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.” 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 2011, 46.7% of shareholders supported a resolution requesting a report on Ameren’s efforts to identify and reduce
environmental and health hazards associated with CCW. In October 2011, Ameren provided a Response: six pages on coal ash and
additional information on the internet. Neither adequately addresses legal, reputational, and other risks as requested by the 2011 resolution.
For example:
• The Response states that EPA inspected Ameren’s active coal ash ponds and “concluded that the structural integrity of all
of our ponds is sound.” To the contrary, of the 24 Missouri and Illinois ponds rated by EPA, 7 were “Poor,” 15 were
“Fair,” and only 2 were “Satisfactory.”
• The Response notes community concerns regarding leaks at the unlined Labadie ash pond, and responds that “USEPA
observed the seeps and concluded that the structural integrity of Labadie’s ponds is satisfactory.” Yet EPA rated the
Labadie ponds as “Fair.” Moreover, “structural integrity” does not address whether the 19 years of significant leakage
from Labadie’s unlined pond has contaminated groundwater, and how extensive such contamination may be. The
Response fails to mention additional leaks or that everyone in the area uses groundwater for drinking water and
agriculture.
• The Response states that Ameren is “increasing the monitoring of groundwater at our ponds.” The Response then
mentions “routine monitoring” at its ponds,

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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.
• Except for two plants, the Response fails to address future costs of cleaning up, and legal liability for, contamination at
ash ponds, including where neighbors rely on groundwater for drinking water.
• The Response indicates that both of the ash EPA-proposed regulations will affect our Company’s operation. While stating
some costs “could be material,” the Response provides no financial estimates.

RESOLVED: Shareholders request that the Board prepare a complete report on the company’s efforts, above 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. This report should be
available to shareholders within 6 months of the 2012 annual meeting, be prepared at reasonable cost, and omit confidential information
such as proprietary data or legal strategy.

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 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”) 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 Agency (“EPA”)), currently provide shareholders with extensive information on the
Company’s actions and assessments concerning coal combustion byproducts (“CCBs”) 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
report and includes disclosures to specifically respond to the proponents’ proposal. Consequently, the Board does not believe that the
expenditure of the additional human and financial resources that would be required to produce the requested additional report would be a
necessary or prudent use of shareholder assets and as such, the additional report is not in the best interests of the Company or its
shareholders.

Background
• The proposal is substantially the same as the proposal submitted by these proponents at our 2011 annual meeting of
shareholders. While that proposal was not approved by shareholders, we agreed, consistent with the Company’s
commitments to protecting the health and safety of the public and our employees, generating sufficient electricity to meet
demand at the lowest cost, as well as enhancing shareholder value, to provide substantial information in 2011 on the
Company’s CCBs.
• To that end, representatives of the Company, including members of senior management, had a number of meetings and
telephone and written communications with representatives of the proponents over a period of months

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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.
• After revising our Company website disclosure and the 2011 CSR (and upon publication thereof), senior management
again contacted representatives of the proponents and discussed these actions and the additional CCB-related disclosures.
The Company is disappointed that such new disclosures are not sufficient for the proponents. We do not believe that
continued engagement with the proponents would produce a report that would be acceptable in substance to both the
Company and the proponents given the proponents’ publicly expressed views on certain national and local environmental
issues, which significantly differ from our views as to what is best for all of our stakeholders. Briefly, the proponents
submitted a comment letter to the EPA in 2010 advocating that CCBs be regulated as a hazardous waste rather than as a
solid waste. The Company strongly opposes that view for the reasons set forth in the 2011 CSR. In addition, in 2010 and
2011 certain representatives of the proponents testified at public hearings against the Company’s request for a zoning
amendment related to Ameren Missouri’s proposed coal ash landfill near our Labadie energy center. In brief, the
Company believes these proponents are utilizing the shareholder proposal process as a platform for their environmental
views, as they did for a number of years with nuclear energy-related proposals concerning the Company’s Callaway
energy center, none of which were approved by shareholders.
• Management and the Board believe that the information included in the 2011 CSR, together with information on the
Company’s website and in the Company’s filings with the Securities and Exchange Commission (“SEC”) and other
regulatory agencies, provide shareholders with extensive detailed disclosure of our actions to identify and manage the
potential risks of CCBs.

Company Provides 2011 CSR and Updated Website Disclosure and Other Public Disclosures Relating to its CCBs; Company Management
and Board Risk Oversight Relating Thereto
• The 2011 CSR was released in December 2011 and provides substantial information on our environmental compliance
procedures relating to our management of CCBs, including:
• the Company’s CCB disposal practices;
• how the Company manages our CCB disposal facilities;
• details regarding the Company’s additional voluntary groundwater monitoring efforts;
• examples of further potential risk mitigation activities (such as our active dam safety program that covers ash
impoundments); and
• the potential impact of pending government regulation on CCB disposal, including the estimated asset retirement
obligations for costs associated with closing the Company’s CCB storage sites.

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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.
• In 2011, the Company published on its website a summary of the design features associated with Ameren Missouri’s coal
ash ponds as compared to the Tennessee Valley Authority’s Kingston coal-fired power plant ash disposal site. In 2008, a
major failure occurred at the Kingston site during which an estimated 5.4 million cubic yards of CCBs were released as a
result of failures of containment dikes. That summary, prepared by an independent engineering firm, concludes that
Ameren Missouri’s coal ash ponds do not have the characteristics of the Kingston ash disposal site and that Ameren
Missouri has taken proactive measures to investigate the stability of its coal ash ponds and to maintain stable,
environmentally safe sites in the future through a strong Dam Safety Group that is specifically responsible for CCBs and
other dam sites. In addition, the Company engaged a toxicologist to prepare a risk assessment of coal ash disposal facility
constituents and engaged an independent environmental consultant to prepare hydrogeological assessments associated
with our Hutsonville and Venice coal ash ponds, which are now closed pursuant to regulatory requirements. Those reports
and information relating to our Hutsonville and Venice coal ash ponds are discussed in the 2011 CSR and are available on
the Company’s website.
• Ameren’s subsidiaries have also filed various reports which provide extensive, detailed information about such
subsidiaries’ management of CCBs with the EPA. These reports include relevant information on the operations of Ameren
Missouri, AEG, AmerenEnergy Resources Generating Company and Electrical Energy Inc. related to CCBs, as well as the
broad range of steps taken by such Ameren subsidiaries to ensure that public safety priorities at these facilities are met.
This information has been released to the public on the EPA website
(http://www.epa.gov/waste/nonhaz/industrial/special/fossil/surveys/index.htm) and a link to this information is included in
the 2011 CSR.
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

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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.
• The Board’s Nuclear Oversight and Environmental Committee is responsible for providing oversight of Ameren’s
policies, practices and performance relating to environmental affairs, including compliance with applicable law and
regulations pertaining to environmental affairs and the promotion of efficiency in the generation, distribution and end use
of energy. This Committee coordinates its oversight with the Board’s Audit and Risk Committee which has been delegated
oversight responsibility of the Company’s overall business risk management process, including the identification,
assessment, mitigation and monitoring of risks on a Company-wide basis. As part of its oversight responsibility, the
Nuclear Oversight and Environmental Committee reviewed the 2011 CSR prior to its distribution.

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 RELATING TO REPORT ON COAL-RELATED COSTS AND 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.

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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

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

Background
The Company was not contacted by the shareholder proponent regarding the proponent’s interest in the preparation of a report on
the Company’s plans to reduce its exposure to coal-related costs and risks prior to our receipt of the proposal. Since receiving the proposal,
representatives of the Company, including a member of senior management, had a number of written and telephone communications,
including a teleconference, with representatives of the proponent (over a several week period in early 2012) to discuss the proponent’s
request for such report. We also provided the proponent with a copy of the 2011 CSR and detailed cross-references to pertinent coal-
related costs and risks 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 actions taken to reduce its exposure to coal-related costs and risks, including
minimizing commodity, emissions and environmental risks, and we believe are responsive to the proponent’s request for additional
information, as presented in the proposal.
The Company’s SEC filings, the 2011 CSR and Ameren Missouri’s 2011 Integrated Resource Plan (the “2011 IRP”), filed with
the MPSC describe the factors we consider in analyzing the risks relating to our energy generation portfolio, namely: portfolio diversity
(including the transition to sources other than coal, including potentially cleaner coal), environmental regulation (current and proposed),
costs to customers, ability to finance future energy sources (construction and financing risks), economic development impact and
regulatory and legislative matters. Management and the Board regularly analyze and publicly report on the Company’s generation
portfolio and the risks relating thereto.
The Company’s SEC filings, publicly available filings with other regulatory authorities, including the MPSC and the FERC, the
2011 CSR and disclosure on the Company’s website, discuss in detail the challenges the Company faces, including the Company’s actions
and plans to reduce our exposure to coal-related costs and risks, including progress toward achieving goals to minimize commodity risks,
emissions, costs of environmental compliance and construction risks. We believe such publicly available information effectively addresses
the issues raised in the proponent’s proposal. All 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.

Company Disclosure of Actions Taken to Reduce Exposure to Coal-Related Costs and Risks
As disclosed in the 2011 IRP, the levelized cost of energy produced by Ameren Missouri’s existing generation fleet (mainly
electricity generated by coal and nuclear facilities) is significantly lower than any new generation resource that Ameren Missouri might
add in future years to meet customers’ increasing need for power. In addition, detailed information provided in certain of our regular
periodic filings with the SEC as well as in filings with FERC demonstrate that the fuel cost of coal for both Ameren Missouri and our
merchant generation segment has been considerably lower than the fuel cost of natural gas.

Company Disclosure of Actions Taken to Minimize Commodity Risks

The Company has risk management policies in place, subject to Board oversight as described below, which govern the
procurement of coal, gas and other generation commodities. Certain of the Company’s regular periodic filings with the SEC have included

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disclosure of our coal supply agreements as well as our hedging activities which are designed to reduce our exposure to market volatility
to fuel prices. Certain of our regular periodic filings with the SEC have also disclosed that our exposure to risks associated with changing
prices for fuel for generation are reduced and managed using a variety of techniques as well as in the case of Ameren Missouri, a fuel
adjustment clause which allows recovery of certain fuel cost increases. In furtherance of our goals to reduce coal-related risks and costs as
well as to reduce the costs of environmental compliance, as disclosed in certain of our regular periodic filings with the SEC and in the
2011 CSR, in August 2011, Ameren Missouri entered into a six-year contract for the purchase of 91 million tons of ultra-low sulfur coal.
This coal purchase will allow Ameren Missouri to comply with recently issued federal government regulations at significantly lower costs
for its customers as well as to eliminate or postpone past 2020, $1 billion of Ameren Missouri’s capital expenditures for pollution control
equipment while still meeting environmental requirements.
As set forth in the 2011 IRP, projections for fuel costs show that natural gas will continue to cost more than coal for the
foreseeable future. While natural gas-fired generation is generally less expensive to build and produces lower greenhouse gas emissions,
gas generation has greater production costs and price uncertainty because natural gas costs have historically been very volatile (and more
volatile than coal costs). New technologies have opened new domestic sources of natural gas, driving down prices, however,
environmental concerns about the use of these new gas drilling technologies could impact negatively natural gas prices in the future.
Ameren Missouri’s 2011 IRP includes tabular disclosure demonstrating that projected Southern Wyoming Powder River Basin
coal prices are projected to be significantly less than Henry Hub natural gas prices on a $/MMBtu basis well into the foreseeable future.

Company Disclosure of Actions Taken to Minimize Emissions and Environmental Risks

Ameren’s overall emissions are trending down as disclosed in the 2011 CSR and in the Company’s filing with the U.S.
Environmental Protection Agency (“EPA”). Since 1990, Ameren Missouri’s coal-fired energy centers and Ameren’s merchant coal-fired
energy centers have reduced emissions of nitrogen oxide (NOx) 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 costs
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 NOx 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:
• Ameren Missouri signed a six-year contract for the purchase of 91 million tons of ultra-low sulfur coal through 2017. As
noted above, this change in fuel mix is estimated to eliminate, or postpone past 2020, $1 billion of Ameren Missouri’s
capital expenditures for pollution control equipment while still meeting requirements.

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• The merchant generation segment has significantly reduced 2011 to 2015 planned environmental capital expenditures by
previously installing emissions control technologies and optimizing our environmental compliance plans.
• The closure of Ameren Energy Resources’ coal-fired Meredosia and Hutsonville Energy Centers. This action will enhance
Ameren Energy Resources’ ability to comply with emission regulations. Due to the small capacity of these energy centers,
large expenditures for control equipment are not justified in current or projected power markets.

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 controls at
our existing coal-fired energy centers do not pose significant risk to the Company. The proposed construction projects for environmental
compliance at our currently operating energy centers involve proven technology and construction methods already used in projects that the
Company has successfully completed in the past. Wet flue gas desulfurization equipment for SO2 control, or scrubbers, are currently
operational at our Coffeen, Duck Creek and Sioux Energy Centers. Carbon injection for mercury control is currently operational at our
Newton, Edwards and Electric Energy Energy Centers. In addition, construction has already begun on scrubbers at both units of Ameren
Energy Resources’ Newton Energy Center. NOx control in various forms is operational at all Ameren coal-fired energy centers.
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

The Board’s Nuclear Oversight and Environmental Committee (comprised entirely of independent directors) is responsible for
providing oversight of Ameren’s policies, practices and performance relating to environmental affairs, including compliance with
applicable law and regulations pertaining to environmental affairs and the promotion of efficiency in the generation, distribution and end
use of energy. In addition, the Board’s Finance Committee (also comprised entirely of independent directors) oversees the Company’s
commodity risk assessment process, possesses approval authority for all capital projects with estimated capital expenditures in excess of
$50 million and monitors any project cost variances greater than 5 percent for such projects. These Committees coordinate their oversight
with the Board’s Audit and Risk Committee which has been delegated oversight responsibility of the Company’s overall business risk
management process, including the identification, assessment, mitigation and monitoring of risks on a Company-wide basis. The Board’s
oversight of these risks and costs further strengthens the 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
AGAINST ITEM (5).

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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 RELATING TO ASSESSMENT AND REPORT ON GREENHOUSE GAS AND OTHER AIR EMISSIONS
REDUCTIONS THROUGH CUSTOMER ENERGY EFFICIENCY AND 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.”

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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
• The Company was not contacted by the shareholder proponent regarding the proponent’s interest in an assessment and
report on the Company’s actions to reduce GHG and other air emissions prior to our receipt of the proposal. Since
receiving the proposal, representatives of the Company, including a member of senior management, have been
unsuccessful in their attempts (by way of telephone and written communications over a several week period in early
2012) to speak with the proponent to discuss his request for such assessment and report. The Company did, however, send
the proponent a copy of the 2011 CSR and detailed cross-references to pertinent GHG and other air emissions

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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.
• The Company publicly discloses a significant amount of information relating to reducing its GHG and other air emissions,
including reducing such emissions through existing customer energy efficiency and renewable energy programs. Such
information, some of which is highlighted below, is disclosed in various reports, related documents and other Company
website disclosures. We believe such publicly available information effectively addresses the issues raised in the
proponent’s proposal. All 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 Company has a corporate process for identifying risks and/or opportunities that result from initiatives to address
climate change and reduce GHG and other air emissions. In 2008, the Company created the Strategic Initiatives
Department to primarily focus on climate change issues. The Strategic Initiatives Department provides detailed analyses
of technology, legal and regulatory issues; physical risk evaluation; business plan strategy development; and outreach
activities to help educate internal and external audiences, including customers, about the impact of GHG emissions and
proposed climate change regulation and legislation.
• The Company has provided wide-ranging energy efficiency and renewable energy programs for both residential and
business customers, as discussed further below, for a number of years.

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
• The 2011 CSR was released in December 2011 and contains a significant amount of information relating to reducing our
GHG and other air emissions, including reducing such emissions through customer energy efficiency and renewable
energy programs. With respect to issues raised in the proponent’s proposal, the 2011 CSR provides information on, among
other topics:
• our efforts to reduce GHG and other air emissions, including through certain innovative environmental initiatives;
• the Company’s response to climate change issues and reducing our carbon footprint;
• the Company’s energy efficiency programs, including those for our customers (several of which are highlighted
below);
• the Company’s renewable energy programs, including those for our customers (several of which are highlighted
below); and
• our efforts to explore renewable energy sources.

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• In its proposal, the proponent specifically notes that several electric power companies have set absolute GHG emissions
reduction targets or GHG intensity targets. In the Company’s 2011 Investor Response filed with the Carbon Disclosure
Project (the “2011 CDP Response”), we provided such targets through 2014. The 2011 CDP Response also includes a
significant amount of data and information measuring and disclosing the Company’s GHG emissions, water management
and climate change strategies.
• In 2010, Ameren Missouri engaged a third-party consultant to perform a Demand Side Management Market Potential
Study (the “2010 DSM Study”) to assess the various categories of electrical energy efficiency and demand response
potential in the residential, commercial and industrial sectors for the Ameren Missouri service area from 2009 to 2030.
The 2010 DSM Study includes information concerning customer energy efficiency programs and the realistic achievable
potential from such programs and was used in the preparation of Ameren Missouri’s 2011 Integrated Resource Plan (the
“2011 IRP”).
• In 2011, Ameren Missouri filed its 2011 IRP with the MPSC. The 2011 IRP includes (1) information relating to Ameren
Missouri’s projected need for additional electric generation in the next 20 years and resource options to meet consumer
needs while also balancing reliability, energy efficiency, affordable cost and environmental pressures, (2) an evaluation of
Ameren Missouri’s various types of generation including: coal-fired plants, nuclear energy, natural gas combustion
turbines, solar, wind, hydroelectric, landfill gas-to-energy and biomass to determine which resources might best meet
future demand and (3) information on Ameren Missouri’s energy efficiency programs.
• Certain publicly available filings on the Company’s website and certain of our regular periodic filings with the SEC also
contain Company disclosures concerning climate change, GHG and other air emissions, and our customer energy
efficiency and renewable energy programs.

Energy Efficiency Programs

• In 2011, the Company spent over $80 million, and in 2012 we expect to spend a comparable amount, to develop and
implement energy efficiency programs.
• As highlighted in the 2011 CSR and on our website, as the case may be, customer energy efficiency programs provided by
the Company include, but are not limited to:
• customer education programs, including programs through the Company’s Energy Advisor website launched in
2011 (through this site, customers can get information about energy efficiency, renewable energy, customer-owned
solar and wind generation and smart grid technology);
• installation of energy efficient heating and air conditioning systems and occupancy sensors in homes, schools and
businesses;
• home energy audits;
• low-income home weatherization improvements assistance;
• programmable thermostat programs;
• incentives to customers to purchase specific energy efficient gas equipment, such as furnaces, boilers or
manufacturing equipment; and

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• correcting compressed air leaks and installing tanks for improved storage in manufacturing facilities.
• In January 2012, Ameren Missouri filed with the MPSC a three-year plan that includes new and expanded energy
efficiency programs, the largest such plan in the state of Missouri. The proposed programs include energy efficiency
investments of approximately $145 million over three years, beginning early January 2013. These investments are
expected to result in approximately $500 million in total customer benefits over the next 20 years. Annual energy savings
are expected to be nearly 800 million kilowatthours, which is equal to the energy consumption of more than 60,000
average Missouri homes annually.

Renewable Energy Programs

• The Company is committed to exploring renewable energy options that include generation from wind, sunlight, landfill
gas, agricultural waste and water. Since 2005, we have developed programs that provide customers with information on
renewable energy options and opportunities.
• In 2010, the Company spent over $41 million on integrating renewable energy into our generation fleet, including adding
wind energy from Horizon Wind Energy’s Pioneer Prairie Wind Farm in Iowa through a 15-year wind power purchase
agreement, developing landfill gas generation with operation slated for 2012, installing solar generation at our
headquarters and continuing upgrades at existing hydroelectric facilities.
• Under construction and expected to be completed in 2012, the Company’s Maryland Heights Renewable Energy Center
— also known as the Methane to MegaWatts project — will be the largest landfill gas electric generating facility in
Missouri and one of the largest in the nation, generating enough electricity to meet the demands of approximately 10,000
homes.
• As highlighted in the 2011 CSR and on our website, as the case may be, customer renewable energy programs provided
by the Company include, but are not limited to:
• a program, instituted in 2011, to purchase solar renewable energy credits from customers who install solar
generation on their homes and/or businesses;
• a net metering program (which is a special metering and billing arrangement between the Company and its
customers who choose to install small renewable generation systems, like wind turbines or photovoltaic panels,
and interconnect them to the Company’s utility system);
• Pure Power™ (a voluntary renewable energy credit program for Missouri residential and business customers); and
• completed in 2011, the Ameren Energy Learning Center at our St. Louis headquarters provides homeowners,
business owners and students access to our energy experts and solar energy project.

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Board Oversight
• The Board’s Nuclear Oversight and Environmental Committee (comprised entirely of independent directors) is
responsible for reviewing the Company’s policies, practices and performance relating to environmental affairs, including
the monitoring of environmental trends; activities on climate change; compliance with applicable federal and state
governmental requirements relating to the environment (e.g., reducing emissions); and the promotion of efficiency in the
generation, distribution and end use of energy. As part of its oversight responsibility, the Nuclear Oversight and
Environmental Committee reviewed the 2011 CSR prior to its distribution.

Board Recommendation Against Proposal

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

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.

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 OWNERSHIP OF 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.

Shares of Common Stock

Name and Address of Beneficial Owned Beneficially at Percent of
Owner December 31, 2011 Common Stock (%)
BlackRock, Inc. 15,746,584(1) 6.50
40 East 52nd Street
New York, New York 10022
The Vanguard Group, Inc. 13,882,078(2) 5.73
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
State Street Corporation 12,840,663(3) 5.30
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111

(1) The number of shares and percentage owned as of December 31, 2011 according to the Amendment No. 1 to Schedule 13G filed
with the SEC on February 13, 2012. BlackRock, Inc. (“BlackRock”) is a parent holding company in accordance with SEC
Rule 13d-1(b)(1)(ii)(G). The amendment to the Schedule 13G reports that BlackRock is the beneficial owner of all 15,746,584
shares of Common Stock and has sole voting power and sole dispositive power with respect to all shares.
(2) The number of shares and percentage owned as of December 31, 2011 according to the Amendment No. 1 to Schedule 13G filed
with the SEC on February 7, 2012. The Vanguard Group, Inc. (“Vanguard Group”) is an investment adviser in accordance with
SEC Rule 13d-1(b)(1)(ii)(E). The amendment to the Schedule 13G reports that Vanguard Group has sole voting power and shared
dispositive power with respect to 333,397 shares of Common Stock and sole dispositive power with respect to 13,548,681 shares
of Common Stock. Vanguard Fiduciary Trust Company (“VFTC”), a wholly owned subsidiary of Vanguard Group, is the
beneficial owner of 333,397 shares of Common Stock as a result of it serving as investment manager of collective trust accounts.
VFTC directs the voting of those shares.
(3) The number of shares and percentage owned as of December 31, 2011 according to the Schedule 13G filed with the SEC on
February 9, 2012. State Street Corporation (“State Street”) is a parent holding company in accordance with SEC Rule 13d-1(b)(1)
(ii)(G). The Schedule 13G reports that State Street has sole voting power and sole dispositive power with respect to 0 shares of
Common Stock and shared voting power and shared dispositive power with respect to all 12,840,663 shares of Common Stock.

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SECURITY OWNERSHIP OF DIRECTORS AND 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, 2012 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, 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) who were serving as executive officers at the end of 2011, named in the
Summary Compensation Table below (collectively, the “Executives”), and (iii) all executive officers, directors and nominees for director
as a group.

Number of Shares of
Common Stock
Beneficially Percent
Name Owned(1)(2) Owned(3)
Warner L. Baxter 37,262 *
Stephen F. Brauer 15,646 *
Catherine S. Brune 5,142 *
Ellen M. Fitzsimmons 12,560 *
Walter J. Galvin 22,861 *
Adam C. Heflin 5,135 *
Gayle P. W. Jackson 13,628 *
James C. Johnson 17,140 *
Steven H. Lipstein 9,008 *
Martin J. Lyons, Jr. 9,274 *
Patrick T. Stokes 18,621 *
Thomas R. Voss 51,899 *
Steven R. Sullivan 16,549 *
Stephen R. Wilson 11,677 *
Jack D. Woodard 15,646 *
All directors, nominees for director and executive officers as a group (23
persons) 384,305 *

* Less than one percent.

(1) Except as noted in footnote (2), this column lists voting securities, including restricted stock held by current and former executive
officers over which the individuals have voting power but no investment power. None of the named individuals held shares
issuable within 60 days upon the exercise of stock options. Reported shares include those for which a director, nominee for
director or executive officer has voting or investment power because of joint or fiduciary ownership of the shares or a relationship
with the record owner, most commonly a spouse, even if such director, nominee for director or executive officer does not claim
beneficial ownership.
(2) This column also includes ownership of 9,047 Stock Units held by each of Directors Galvin, Stokes and Woodard pursuant to the
Directors Deferred Compensation Plan. See “ITEMS YOU MAY VOTE ON — DIRECTOR COMPENSATION — Directors Deferred
Compensation Plan Participation.” As of February 1, 2012, the aggregate number of Stock Units outstanding under the Directors
Deferred Compensation Plan for such directors was 27,141.

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(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 described above by the sum of the 242,634,742 shares of Common Stock
outstanding on February 1, 2012 and the number of shares of Common Stock that such person or group had the right to acquire on
or within 60 days of February 1, 2012.
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.
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 DISCUSSION AND 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.

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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 2011 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 DISCUSSION AND ANALYSIS

2011 In Brief
During 2011, the Company’s pay-for-performance program led to the following actions and actual 2011 compensation being
earned:
• 2011 annual incentive awards were earned at 123.5 percent of target; this payout reflected strong operational performance
by the Company in 2011 that was attributed, in part, to continued disciplined cost management, strong energy center
performance and regulated utility rate relief; and
• only 30 percent of the target three-year incentive awards made in 2009 were earned (plus accrued dividends of
approximately 5.5 percent) based on total shareholder return relative to the defined peer group over the three-year (2009-
2011) measurement period. At the December 31, 2011 vesting date, the PSUs (as defined below) were valued at
$33.13 per share rather than the $22.20 value at which such PSUs were granted; as a result, the actual earned amounts
equaled 53 percent of the original target awards.

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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 Policies

Our philosophy 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, 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:
• base salary;
• short-term incentives;
• long-term incentives, specifically our Performance Share Units Program;
• retirement benefits; and
• change of control protection.
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 modest 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, for use in 2011, 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 2011 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.

AGL Resources Dominion Resources, Inc. PPL Corporation

Allegheny Energy (merged with FirstEnergy Duke Energy Progress Energy, Inc.
Corp. on February 25, 2011) Edison International Reliant Energy, Inc.
American Electric Power Co. FirstEnergy Corp. SCANA Corporation
CenterPoint Energy Integrys Energy Group, Inc. Sempra Energy
CMS Energy NiSource Inc. Southern Company
Constellation Energy PG&E Corporation WGL Holdings
DTE Energy Company

Mix of Pay
We believe that both cash compensation and non-cash compensation are appropriate elements of a total rewards program. Cash
compensation is current compensation (i.e., base salary and annual incentive awards), while non-cash 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, there was no pre-established policy or target for the allocation between either cash and non-cash 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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2011 FIXED VERSUS 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).

Performance-
Fixed Based
Name Compensation Compensation
Voss 19% 81%
Lyons 29% 71%
Baxter 29% 71%
Heflin 24% 76%
Sullivan 31% 69%

2011 SHORT-TERM VERSUS 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.

Short-Term Long-Term
Incentive Incentive
Name Opportunity Opportunity
Voss 100% 315%
Lyons 65% 175%
Baxter 65% 175%
Heflin 60% 150%
Sullivan 65% 160%

Base Salary
Base salary compensates for competence and sustained performance in the executive role, and is 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.
The market data referenced above assisted in defining the pay parameters for each Executive. 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 2011 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. 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 2010 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.

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In December 2010, the Committee also approved and the Board ratified an increase to the 2011 base salary of Mr. Voss in
connection with Mr. Voss’ annual performance review. The Committee’s decision to adjust Mr. Voss’ base salary was 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
2011 Ameren Executive Incentive Plan
How the Plan Works
Our short-term incentive compensation program element is entitled the Ameren Executive Incentive Plan (“EIP”). For 2011, the
EIP (the “2011 EIP”) was comprised of the following components in rewarding Executives for annual achievement:
• Ameren earnings per share (“EPS”) targets; and
• an individual performance modifier.

EPS Targets and Weightings

Ameren EPS, calculated in accordance with general accounting principles, was the primary metric used to establish award
opportunities under the 2011 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 2011 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:
• Threshold: the minimum level of Ameren EPS achievement necessary for short-term incentive payment to Executives.
• Target: the targeted level of Ameren EPS achievement.
• Maximum: the maximum level of Ameren EPS achievement established to award Executives with short-term incentive
payment.

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The range of Ameren EPS achievement levels for the 2011 EIP, as established by the Committee in February 2011, 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 at its sole discretion and as permitted by the 2006 Omnibus Incentive Compensation Plan.

Payout as a
Level of Performance Ameren EPS Percent of Target
Maximum $2.70 150%
Target $2.36 100%
Threshold $2.20 50%
Below threshold Less than $2.20 0%

2011 EIP Target Opportunities

Target 2011 EIP award opportunities were determined primarily considering the market data mentioned above, and secondarily
considering internal pay equity, i.e., the relationship of target award opportunities of the Executives with those of other officers at the same
level in the Company. The amounts listed in columns (c), (d) and (e) of the Grants of Plan-Based Awards Table following this CD&A
represent the potential range of cash awards for the 2011 EIP and are based on a percentage of each Executive’s base salary at
December 31, 2011, as follows:

2011 EIP TARGET OPPORTUNITY

Target Short-Term
Incentive Compensation
Executive as Percent of Base Salary
Voss 100%
Lyons 65%
Baxter 65%
Heflin 60%
Sullivan 65%
The minimum payout amount for each Executive was 0 percent of these target opportunities and the maximum base award is
150 percent of these target opportunities.

Individual Performance Modifier

The 2011 EIP base award for each Executive was subject to upward or downward adjustment by up to 50 percent in the
Committee’s discretion, with a potential maximum total award at 200 percent of each Executive’s target opportunity. Awards were subject
to upward or downward adjustment due to the Executives’ performance on key performance variables, including but not limited to
leadership, business results, customer satisfaction, reliability, plant availability, safety and/or other performance metrics, as applicable and
as determined by the Committee. Awards were subject to reduction by more than 50 percent in cases of marginal or poor performance.

2011 EIP Payouts

Base Award, Earned through Ameren EPS Achievement
Performance goals for 2011 EIP purposes were set in terms of Ameren EPS. At the February 2012 Committee meeting, the
forecasted 2011 EIP Ameren EPS achievement and

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recommended EIP payouts for the Executives (other than Mr. Voss) were presented by Mr. Voss to the Committee for review. Consistent
with its actions in prior years and as permitted under the terms of the 2011 EIP and the 2006 Omnibus Incentive Compensation Plan, the
Committee determined it was appropriate to adjust 2011 EPS for 1) a non-cash charge related to a regulatory disallowance, 2) plant closure
charges that related to multi-year changes in value and regulatory decisions that cannot be accurately budgeted, 3) net unrealized mark-to-
market adjustments due principally to extremely volatile power and fuel markets, and 4) unusual charges for a voluntary separation plan
that reduces future years’ costs.
This resulted in an aggregate adjustment to Ameren EPS, of plus $0.37, and an adjusted base award of 123.5% of target.

Earned through Individual Performance Modifier

As discussed above, the 2011 EIP base award was subject to upward or downward adjustment by up to 50 percent based upon the
Executive’s individual contributions and performance during the year. For 2011, the Committee, after consultation with Mr. Voss, modified
the 2011 EIP base awards for Messrs. Baxter, Heflin and Lyons in a range from 95 percent to 102 percent of the 2011 EIP base award (i.e.,
a net change of minus five percent to plus two percent), as a result of the Executive’s performance on the variables described above.

Actual 2011 EIP Payouts

Actual 2011 EIP payouts are shown below as a percent of target. Payouts were made in February 2012 and are set forth under
column (g) entitled Non-Equity Incentive Plan Compensation in the Summary Compensation Table.

Final Payout as
Name Percent of Target
Voss 123.5%
Lyons 126.0%
Baxter 119.8%
Heflin 117.3%
Sullivan 123.5%
In order to help ensure that amounts are fully deductible for tax purposes, the Committee set a limitation on 2011 short-term
incentive payouts for each Executive of 0.5 percent of our 2011 net income. The Committee then used negative discretion as provided
under Section 162(m) of the IRC to arrive at actual, lower 2011 payouts based on our performance for the year, which are shown in
column (g) of the Summary Compensation Table. By setting the limitation on payouts, the Committee ensured that such payouts met the
definition of performance-based pay for tax purposes and thus were fully deductible.

Long-Term Incentives: Performance Share Unit Program (“PSUP”)

We began granting performance share units and have done so annually since 2006. For the five years prior to 2006, we granted
performance-based restricted stock, which continued to vest, or not vest, over a seven-year period ending March 1, 2012 according to the
terms of the prior grants. Both are discussed below.

In General
A performance share unit (“PSU” or “share unit”) is the right to receive a share of our Common Stock if certain long-term
performance criteria are achieved and the Executive remains an Ameren employee.

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Role of the PSUP

The 2011 PSU grants, which are governed by the shareholder-approved 2006 Omnibus Incentive Compensation Plan, play the
following role in the compensation program:
• provide compensation dependent on our three-year total shareholder return (“TSR”) (calculated as described below under
“— 2011 Grants”) versus utility industry peers, as identified below;
• provide some payout (below target) if three-year TSR is below the 30th percentile but the three-year average Ameren EPS
reaches or exceeds the average of the EIP threshold levels in 2011, 2012 and 2013;
• accrue dividends during the performance period on shares ultimately earned, in order to further align executives’ interests
with those of shareholders;
• promote retention of executives during a three-year performance period; and
• share our Common Stock price increases and decreases over a three-year period.

PSUP Design
We designed the PSUP to accomplish the following:
• align executives’ interests with shareholder interests: awards are denominated in our Common Stock units and paid out in
Common Stock. Payouts are dependent on our Common Stock’s performance, and are limited to target if TSR is negative;
• be competitive with market practice: the majority of regulated utility companies use plans similar to this program, and
with this performance measure;
• promote Common Stock ownership: payout of earned awards is made 100 percent in Common Stock, with dividends on
Common Stock, as declared and paid, reinvested into additional share units throughout the performance period. For PSU
awards granted prior to 2009, share units are restricted from sale for two years once earned;
• allow executives to share in the returns created for shareholders: returns for shareholders include dividends as declared
and paid and this is reflected in the plan performance measure and rewards; and
• be retentive: annual competitive grants with a three-year performance period provide incentive for executives to stay with
the Company and manage the Company in the long-term interests of the Company and its shareholders.
Accounting treatment was taken into account in designing the PSUP. PSUs are also intended to qualify for the “performance-
based compensation” exception from the $1 million cap on deductibility of executive compensation imposed by Section 162(m) of the
IRC.

2011 Grants
For 2011, a target number of PSUs was granted to each Executive pursuant to the 2006 Omnibus Incentive Compensation Plan as
reflected in column (g) of the Grants of Plan-Based Awards Table.
Grant sizes were calculated primarily considering the market data mentioned above, and secondarily considering internal pay
equity, in other words, the relative differences in grant sizes of the Executives and other officers at the same level in the Company.

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The actual number of 2011 PSUs earned will vary from 0 percent to 200 percent of the target number of PSUs granted to each
Executive, based primarily on our 2011-2013 TSR relative to a utility industry peer group and contingent on continued employment during
the same period. The threshold and maximum amounts of 2011 PSU awards are reflected in columns (f) and (h) of the Grants of Plan-
Based Awards Table. The Executives cannot vote share unit awards granted under the PSUP or transfer them until they are paid out.
In addition, as described below under “PSUP Performance/Payout Relationship,” for awards under the PSUP beginning with the
2010 PSU grants, if TSR for the performance period (January 1, 2010 through December 31, 2012 with respect to the 2010 PSU grants and
January 1, 2011 through December 31, 2013 with respect to the 2011 PSU grants) is below the 30th percentile, in order to receive a
30 percent payout, the average annual Ameren EPS for such three-year period must be greater than or equal to the average of the Ameren
EPS thresholds under each EIP during such period. This change was made by the Committee because our dividend was no longer set at the
$2.54 level used for threshold payouts under the PSUP in prior plan years. The Committee determined that this change would have a
neutral effect on the difficulty of earning an award.
The following graphic illustrates how the 2011 PSUP works.

The 2011 PSUP performance measure is TSR, calculated generally as change in stock price plus dividends paid, divided by
beginning stock price.

PSUP Peer Group

The analysis to determine the PSUP peer group was made as of December 2010 using the criteria below.
• Classified as a “NYSE Investor Owned Utility,” excluding companies classified as only “Transmission and Distribution”
or only gas.
• Market capitalization greater than $2 billion (as of December 31, 2010).

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• Minimum S&P credit rating of BBB- (investment grade).

• Dividends flat or growing over the last twelve-month period.
• Beta (a measure of a stock’s volatility in comparison to the market as a whole) within .25 of our Beta over the last five
years.
• Not an announced acquisition target.
• Not undergoing a major restructuring including, but not limited to, a major spin-off or sale of a significant asset.
The 22 companies included in the 2011 PSUP peer group are listed below. The 2011-2013 PSUP peer group is not identical to the
2010-2012 PSUP peer group as a result of the ability or inability of certain companies to meet the criteria set forth above and the
Committee’s judgment as to the appropriateness of certain companies for inclusion in the group. The Committee retains discretion to make
exceptions for inclusion or exclusion of companies in the PSUP peer group, based upon the criteria established above, in order to ensure
the most appropriate and relevant comparator peer group. These peer group companies are not entirely the same as the peer companies
used for market pay comparisons because inclusion in this group was not dependent on a company’s size relative to us or its participation
in an executive pay database. In order to be counted in the final calculations, a company must still be in existence and have a ticker symbol
at the end of the performance period.

Alliant Energy Corporation FirstEnergy Corp. PSEG, Inc.

American Electric Power Co. Great Plains Energy Inc. SCANA Corporation
CMS Energy Integrys Energy Group, Inc. Southern Company
Dominion Resources, Inc. NextEra Energy, Inc. Westar Energy, Inc.
DPL Inc. OGE Energy Wisconsin Energy
DTE Energy Company Pinnacle West Capital Corporation Xcel Energy, Inc.
Duke Energy PPL Corporation
Edison International Progress Energy, Inc.

PSUP Performance/Payout Relationship

Once our 2011-2013 TSR is calculated and compared to peers, the scale below determines the percent of a target PSU award that
is paid. Payout for performance between points is interpolated on a straight-line basis.

Payout (% of
Share
Performance Units Granted)
90th percentile + 200% )
If TSR is negative over the three-year period, the plan is
70th percentile 150% ) ï capped at 100% of target regardless of performance vs. peers
50th percentile 100% )
30th percentile 50%
Less than 30 percentile but three-year average EPS
th

reaches or exceeds the average of the EIP threshold 30%

levels in 2011, 2012 and 2013
Less than 30th percentile and three-year average EPS
does not reach the average of the EIP threshold levels in 0% (No payout)
2011, 2012 and 2013

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The Committee selected Ameren EPS as the financial measure under the PSUP for determining whether there will be payout in
the event TSR is less than the 30th percentile, consistent with the performance measurement component utilized for the annual awards
under the EIP.

In order to help ensure that amounts are fully deductible for tax purposes, the Committee set a limitation on payouts of 2011
PSUP grants that are made based upon EPS (i.e., when 2011-2013 TSR performance is under the 30th percentile of the PSUP peer group)
for each Executive of 1.20 percent of our cumulative 2011, 2012 and 2013 net income, as adjusted for specified items. The Committee will
use negative discretion as provided under Section 162(m) of the IRC to arrive at actual lower payouts based on our performance for the
period. By setting the limitation on payouts, the Committee ensures that such payouts meet the definition of “performance-based
compensation” for tax purposes and are fully deductible.

2009 PSU Awards Vesting

The PSUP performance period for the 2009 grants ended December 31, 2011. Our 2009-2011 TSR performance was determined
to be less than the 30th percentile of the 2009 PSUP peer group and our core EPS for each year in the PSUP performance period was
greater than $2.54. The following table shows the 2009 PSU awards, their original value at grant, the number earned (which equals the
target number plus accrued dividends, times 30 percent), and their value at the vesting date (December 31, 2011). The resulting earned
amounts were 53 percent of the original target value of the awards.

Target Value Earned

at Value
Stock Price Value at as Percent of
Target 2009 on 2009 PSU Year-End Original
Name PSU Awards Date of Grant(1) Awards Earned(2) Stock Price(3) Target Value(3)
Voss 26,584 $590,165 9,447 $312,979 53%
Lyons 11,249 $249,728 3,998 $132,454 53%
Baxter 30,781 $683,338 10,938 $362,376 53%
Heflin 19,997 $443,933 7,106 $235,422 53%
Sullivan 23,226 $515,617 8,254 $273,455 53%

(1) Valuations are based on the closing price of $22.20 per share of Ameren’s Common Stock on the NYSE on March 2, 2009, the
date the 2009 PSU awards were granted.
(2) The number of 2009 PSU awards vested includes dividend equivalents which accrued and were reinvested throughout the three-
year performance period. See the Option Exercises and Stock Vested Table below for additional details regarding PSUs vested in
2011.
(3) Valuations are based on the closing price of $33.13 per share of Ameren’s Common Stock on the NYSE on December 30, 2011,
the last business day of 2011 and the date the 2009 PSU awards vested.

2010 and 2011 PSU Awards

The PSUP performance periods for the 2010 and 2011 grants will not end until December 31, 2012 and December 31, 2013,
respectively. The figures in column (e) of the Summary Compensation Table of this proxy statement for the years 2010 and 2011 represent
the aggregate grant date fair values for the PSUP performance grants, computed as described in footnote (3) to the Summary
Compensation Table. There is no guarantee that such amounts will ultimately be earned by participants.

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Performance-Based Restricted Stock

How It Works
Performance-based restricted stock was awarded from 2001 through 2005 under the Company’s Long-Term Incentive Plan of
1998 (“Performance Restricted Stock”). The awards had the potential to vest over a seven-year period from the date of grant
(approximately one seventh on each anniversary date) with the remaining Performance Restricted Stock awarded in 2005 vesting on
March 1, 2012. Vesting occurred only if we achieved certain Ameren EPS performance levels which corresponded to the levels established
for the 2011 EIP, with no annual vesting if the Ameren EPS performance did not reach a minimum level established annually. The vesting
period could have been reduced from seven years to three years if Ameren’s EPS had achieved a prescribed growth rate over the three-year
period, which it did not. The Executives could not receive more than the original Performance Restricted Stock grants, plus dividend
accruals.
Dividends paid on Performance Restricted Stock were reinvested in additional shares of Ameren Common Stock, which vested
concurrently with the Performance Restricted Stock. The Executives were entitled to voting privileges associated with the Performance
Restricted Stock to the extent the Performance Restricted Stock had not been forfeited.
Prior to February 2006, Performance Restricted Stock vesting was also conditioned upon the Executive’s achievement of
required stock ownership levels based on position and salary. In February 2006, the Committee recommended and the Board of Directors
approved the elimination of the stock ownership requirement as a condition to vesting in the Performance Restricted Stock awards granted
under the Long-Term Incentive Plan of 1998 to facilitate the transition from that plan to the 2006 Omnibus Incentive Compensation Plan
approved by shareholders in May 2006. No new Performance Restricted Stock awards were made to the Executives after 2005 and the last
Performance Restricted Stock awards vested on March 1, 2012.

Vesting of Performance Restricted Stock Based on 2011 Results

As a result of Ameren 2011 EPS performance as determined by the Committee, all remaining unvested Performance Restricted
Stock awards vested.

Retirement Benefits
Retirement benefits provide post-employment security to our employees. There are three primary retirement benefit programs
applicable to the Executives:
• employee benefit plans that are available to all of our employees, including 401(k) savings and tax-qualified retirement
plans;
• Supplemental Retirement Plans (together, the “SRP”) that provide the Executives a benefit equal to the difference
between the benefit that would have been paid if IRC limitations were not in effect and the reduced benefit payable as a
result of such IRC limitations; and
• a deferred compensation plan that provides the opportunity to defer part of base salary and all non-equity incentive
compensation as well as earnings thereon to future years taxability. Beginning with plan years commencing on and after
January 1, 2010, this includes deferrals of cash compensation above IRC limitations, together with Company matching
credits on these deferrals.

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A more detailed explanation of retirement benefits applicable to the Executives is provided in this proxy statement under the
captions “— PENSION BENEFITS” and “— NONQUALIFIED DEFERRED COMPENSATION” below.

Change of Control Protections

“Change of Control” protections under Ameren’s Second Amended and Restated Change of Control Severance Plan, as
amended, provide severance pay and, in some situations, vesting or payment of long-term incentive awards, upon a Change of Control of
the Company. The arrangements provide market-level payments in the event of an involuntary termination not for “Cause” or a voluntary
termination for “Good Reason.” Definitions of “Change of Control,” “Cause” and “Good Reason,” as well as more complete descriptions
of Change of Control protections, are found below under the caption “— OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS — Change
of Control Protection — In General — Change of Control Severance Plan.”
We believe that providing limited protections to the Executives upon a change of control is in shareholders’ best interests
because doing so serves to maintain a stable executive team during the process and is helpful in hiring executives into the Company. The
triggers are structured so that payment and vesting occur only upon the occurrence of both a change of control and loss of the Executive’s
position.
We consider it likely that it will take more time for higher-level employees to find new employment than for other employees,
and therefore senior management, including the Executives, generally are paid severance upon a termination for a longer period following
a Change of Control. The Committee considered this as well as the factors described in the preceding paragraph in structuring the cash
payments described under “— OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS — Change of Control Protection” below, which an
Executive would receive if terminated within two years following a Change of Control.

Common Stock Ownership Requirement

The Company has a stock ownership requirement for the Ameren Leadership Team (which includes the Executives) in
accordance with the positions listed below, that fosters long-term Common Stock ownership and aligns the interests of the Executives and
shareholders. The stock ownership requirement applicable to the Executives is included in the Company’s Corporate Governance
Guidelines. The requirement provides that each Executive is required to own shares of our Common Stock valued as a percentage of base
salary as follows:
• President and Chief Executive Officer of the Company: 3 times base salary;
• President and Chief Executive Officer of Ameren Services and of Company business segment: 2 times base salary; and
• Other members of the Ameren Leadership Team: 1 times base salary.
At any time an Executive has not satisfied the applicable requirement, such officer must retain at least 75 percent of the net
shares delivered to him or her pursuant to awards granted under the Company’s equity compensation programs until the applicable
requirement is satisfied.

Timing of Compensation Decisions and Awards

The Board and the Committee establish meeting schedules annually, well in advance of each meeting to ensure a thorough and
thoughtful decision process. Incentive compensation awards were made at regularly scheduled meetings.

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Following is a discussion of the timing of certain compensation decisions for 2011 at the Company:
• the Executives’ base salaries for 2011 were reviewed at the December 2010 Committee meeting and as discussed under
“— Base Salary” above in February 2011, the Committee revised upward the base salary payable to Mr. Sullivan effective
March 2, 2011;
• 2011 EIP target opportunities (as a percentage of base salary) were established for the Executives and the range of 2011
EIP EPS goals for 2011 was set at the December 2010 and February 2011 Committee meetings, respectively;
• 2011 PSU grants to the Executives were approved at the December 2010 Committee meeting; and
• the final determination of the 2011 EIP and 2009 PSU awards were made at the February 2012 Committee meeting.
Decisions relating to material elements of compensation are fully deliberated by the Committee at each Committee meeting and,
when appropriate, over the course of several Committee meetings. This allows for any follow-up to questions from Committee members in
advance of the final decision. In the past, the Committee typically made long-term incentive grants at its February meeting. In 2009, the
Committee made long-term incentive grants in March due to Ameren Common Stock price volatility associated with Ameren’s dividend
reduction and general economic conditions. The Committee changed the timing of long-term incentive approval from February of the year
the grants were made to December of the year prior to the year the grants are made beginning in 2010 and for future years for accounting
reasons. The Committee expects to continue to establish base salaries at its December meeting each year, effective in January.

Impact of Prior Compensation and Consideration of Company’s 2011 “Say-on-Pay” Vote

Amounts realizable from prior compensation did not serve to increase or decrease 2011 compensation amounts. The Committee’s
primary focus was on achieving market-level compensation opportunities.
The Committee considers the results of the annual shareholder advisory “say-on-pay” vote along with other factors in connection
with discharging its responsibilities relating to the Company’s executive compensation program, although no factor is assigned a
quantitative weighting. As a result of last year’s advisory “say-on-pay” vote, which saw a substantial majority (of approximately
92 percent) of the Company’s shareholders who cast votes approve the compensation program described in the proxy statement in
connection with our annual meeting held on April 21, 2011, the Committee continued to apply the same principles in determining the
amounts and types of executive compensation for fiscal year 2012 (as fiscal year 2011 executive compensation-related decisions were
primarily made by the Committee in December 2010 and February 2011, prior to the 2011 advisory vote, and fiscal year 2012 executive
compensation-related decisions were primarily made by the Committee in December 2011 and February 2012, subsequent to the 2011
advisory vote).

Other Considerations for Changes in Compensation Opportunities

Market data, retention needs, general economic conditions and internal pay equity have been the primary factors considered in
decisions to increase or decrease compensation opportunities materially. Corporate and individual performance are the primary factors in
determining the ultimate value of those compensation opportunities.

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Role of Executive Officers

For 2011, the Chief Executive Officer (Mr. Voss) with the assistance of the Vice President, Human Resources of Ameren
Services (Mark C. Lindgren) recommended to the Committee compensation amounts for the other Executives. Mr. Voss was not involved
in determining his own compensation. Mr. Lindgren also assisted the Committee in its decision to approve Mr. Sullivan’s base salary
adjustment in 2011. (See discussion under “— Base Salary” above.)

Company Policy Regarding the Economic Risk of Company Securities Ownership

Our Section 16 Trading Reporting Program prohibits executive officers and directors from engaging in pledges of Company
securities or short sales, margin accounts and hedging or derivative transactions with respect to Company securities.

Other Compensation Matters

In February 2011, due to the expected increase in the demand for high-level personnel in the nuclear power industry, Ameren
entered into a retention agreement with Mr. Heflin to help ensure that Ameren would continue to have his services at Ameren Missouri’s
nuclear energy center (the “Retention Agreement”). The Retention Agreement provides for a one-time performance-based stock award
based on Mr. Heflin’s base salary, as of the effective date of the agreement (March 1, 2011), after a three-year performance period. At the
end of the three-year performance period (March 1, 2014) (the “Determination Date”), provided that Mr. Heflin remains an employee on
such date, except as provided below, Mr. Heflin will be paid in shares of Common Stock (the “Retention Award”). The value of the
Retention Award will depend on an assessment of the overall performance level of Ameren Missouri’s nuclear energy center for the
performance period. If nuclear energy center performance during the performance period remains at a level consistent with its performance
on March 1, 2011 the Retention Award will be 100 percent of the target value (Mr. Heflin’s base salary on March 1, 2011). If nuclear
energy center performance during the performance period increases or decreases compared to its performance on March 1, 2011, the
Committee will have discretion to adjust the payout level from 0 percent to 150 percent of the target value. In the event of termination of
employment following a Change of Control (as hereinafter defined) under circumstances which would entitle Mr. Heflin to receive certain
benefits under the Change of Control Plan (as hereinafter defined), Mr. Heflin is entitled to receive the Retention Award and corresponding
shares of Common Stock had he remained employed until the Determination Date. In the event of death, disability or involuntary
termination without Cause (as hereinafter defined) prior to the Determination Date, Mr. Heflin is entitled to receive the Retention Award
and corresponding shares of Common Stock had he remained employed until the Determination Date, but prorated based on Mr. Heflin’s
duration of service and paid on the Determination Date.
We do not have any written or unwritten employment agreements with any of our Executives. Each Executive is an employee at
the will of the Company and/or its subsidiaries, as specified below.

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COMPENSATION TABLES AND NARRATIVE DISCLOSURES

The following table sets forth compensation information for our Executives for services rendered in all capacities to the
Company and its subsidiaries in fiscal years 2011, 2010 and 2009. You should refer to the section entitled “COMPENSATION DISCUSSION
AND ANALYSIS” above for an explanation of the elements used in setting the compensation for our Executives.

SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Non-Equity Nonqualified
Name and Principal Stock Option Incentive Plan Def. Comp. All Other
Position at Salary(2) Bonus(2) Awards(3) Awards (4) Compensation (2)(5) Earnings(6) Compensation(7) Total
December 31, 2011(1) Year ($) ($) ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
T.R. Voss 2011 900,000 – 3,126,269 – 1,111,500 432,207 125,083 5,695,059
Chairman, President and Chief Executive Officer, 2010 784,027 – 2,458,739 – 1,093,325 305,639 80,917 4,722,647
Ameren 2009 660,733 – 412,584 – 484,604 224,481 25,183 1,807,585
M.J. Lyons, Jr. 2011 485,000 – 935,955 – 397,120 124,709 42,830 1,985,614
Senior Vice President and Chief Financial Officer, 2010 428,164 – 649,432 – 410,136 67,493 32,219 1,587,444
Ameren 2009 364,867 – 174,584 – 191,754 40,604 12,589 784,398
W.L. Baxter 2011 590,000 – 1,138,581 – 459,414 233,019 66,527 2,487,541
Chairman, President and Chief Executive Officer, 2010 575,000 – 1,077,181 – 512,670 150,125 44,831 2,359,807
Ameren Missouri 2009 569,600 – 477,724 – 256,623 112,912 14,310 1,431,169
A.C. Heflin 2011 400,000 – 1,061,652 – 281,580 99,384 34,117 1,876,733
Senior Vice President and Chief Nuclear Officer, 2010 357,300 – 669,338 – 302,640 60,970 24,726 1,414,974
Ameren Missouri 2009 357,300 – 310,353 – 146,529 44,734 12,900 871,816
S.R. Sullivan 2011 454,712 – 772,812 – 365,020 232,533 41,360 1,866,437
Chairman, President and Chief Executive Officer, 2010 415,000 – 777,443 – 370,014 163,880 35,354 1,761,691
Ameren Energy Resources Company, LLC and 2009 417,133 – 360,468 – 215,883 117,133 13,986 1,124,603
Chairman and President, AEG

(1) Includes compensation received as an officer of Ameren and its subsidiaries, except that Mr. Voss serves as an officer of Ameren
only and not of its subsidiaries, Mr. Baxter serves as an officer of Ameren Missouri only and not of Ameren or its other
subsidiaries (except that prior to May 1, 2009, he served as the Executive Vice President and Chief Financial Officer of Ameren
and its subsidiaries), Mr. Heflin serves as an officer of Ameren Missouri only and not of Ameren or its other subsidiaries, and
Mr. Sullivan serves as an officer of Ameren Energy Resources Company, LLC and AEG only (effective March 2, 2011) and not of
Ameren or its other subsidiaries (except that prior to March 2, 2011, he served as Senior Vice President and General Counsel of
Ameren and its subsidiaries). Information in this table relating to Mr. Lyons prior to May 1, 2009 relates to his compensation as
Senior Vice President and Chief Accounting Officer of Ameren and its subsidiaries.
(2) Cash compensation received by each Executive for fiscal years 2011, 2010 and 2009 is found in either the Salary or Non-Equity
Incentive Plan Compensation column of this Table. The amounts that would generally be considered “bonus” awards are found
under Non-Equity Incentive Plan Compensation in column (g). See “— COMPENSATION DISCUSSION AND ANALYSIS — Base
Salary” for information relating to a certain base salary adjustment pertaining to Mr. Sullivan in 2011.
(3) For each Executive, the amounts in column (e) represent the aggregate grant date fair value computed in accordance with
authoritative accounting guidance of PSU awards

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under our 2006 Omnibus Incentive Compensation Plan without regard to estimated forfeitures related to service-based vesting
conditions. For 2011 PSU grants, the calculations reflect an accounting value of 111.4 percent of the target value, for 2010 grants
114.5 percent of target value, and for 2009 grants 69.91 percent of target value. In addition, for Mr. Heflin, the amount in column
(e) includes the aggregate grant date fair value computed in accordance with authoritative accounting guidance of the Retention
Award under the 2006 Omnibus Incentive Compensation Plan without regard to estimated forfeitures related to service-based
vesting conditions. Assumptions used in the calculation of the amounts in column (e) are described in Note 12 to our audited
financial statements for the fiscal year ended December 31, 2011 included in our 2011 Form 10-K.
The amounts reported for PSU award grants in column (e) do not reflect actual compensation realized by the Executives and are
not a guarantee of the amount that the Executive will actually receive from the grant of the respective PSU awards and Retention
Award, as applicable. The actual compensation realized by the Executives will be based upon the share price of Ameren’s
Common Stock at payout. The PSUP performance periods for the 2010 and 2011 grants will not end until December 31, 2012 and
December 31, 2013, respectively, and, as such, the actual value, if any, of the PSU awards will generally depend on the
Company’s achievement of certain market performance measures during these periods. Mr. Heflin’s Retention Agreement
performance period will not end until March 1, 2014 and, as such, the actual value, if any, of the Retention Award will generally
depend on overall performance level of Ameren Missouri’s nuclear energy center during the three-year performance period. For
information regarding the terms of the awards, the description of vesting conditions, and the criteria for determining the amounts
payable, including 2009 PSU awards granted, see “— COMPENSATION DISCUSSION AND ANALYSIS.”
(4) None of the Executives received any option awards in 2011, 2010 or 2009.
(5) Represents payouts for performance under the applicable year’s EIP. See “— COMPENSATION DISCUSSION AND ANALYSIS” for a
discussion of how amounts were determined for 2011.
(6) Amounts shown in column (h) are the sum of (1) the increase in the actuarial present value of each Executive’s accumulated
benefit under all defined benefit and actuarial pension plans (including the SRP) from December 31 of the prior fiscal year to
December 31 of the applicable fiscal year and (2) the above-market portion of interest determined in accordance with SEC
disclosure rules as the difference between the interest credited at the rate in the Company’s deferred compensation plan and
interest that would be credited at 120 percent of the AFR published by the Internal Revenue Service (“IRS”) and calculated as of
January 1, 2012 for the year ended December 31, 2011, as of January 1, 2011 for the year ended December 31, 2010 and as of
January 1, 2010 for the year ended December 31, 2009. The table below shows the allocation of these amounts for each Executive.
For 2011, the applicable interest rate for the deferred compensation plan was 7.44 percent for amounts deferred prior to January 1,
2010 and 4.24 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those
applicable interest rates minus 120 percent of the AFR of 5.02 percent published by the IRS and calculated as of January 2012.
For 2010, the applicable interest rate for the deferred compensation plan was 7.97 percent for amounts deferred prior to January 1,
2010 and 5.02 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those
applicable interest rates minus 120 percent of the AFR of 4.66 percent published by the IRS and calculated as of January 2011. For
2009, the

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applicable interest rate was 8.45 percent. The above-market earnings are calculated using that amount minus 120 percent of the
AFR of 4.94 percent published by the IRS and calculated as of January 2010.

Pension Plan Deferred Compensation Plan

Increase Above-Market Interest
Name Year ($) ($)
Voss 2011 351,499 80,708
2010 247,943 57,696
2009 170,990 53,491
Lyons 2011 124,709 –
2010 67,493 –
2009 40,604 –
Baxter 2011 191,690 41,329
2010 120,580 29,545
2009 85,712 27,200
Heflin 2011 89,867 9,517
2010 54,166 6,804
2009 38,576 6,158
Sullivan 2011 166,692 65,841
2010 116,812 47,068
2009 73,712 43,421

For assumptions and methodology regarding the determination of pension values, please refer to the footnotes under the Pension
Benefits Table.
(7) The amounts in column (i) reflect for each Executive matching contributions allocated by the Company to each Executive
pursuant to the Company’s 401(k) savings plan, which is available to all salaried employees, and the cost of insurance premiums
paid by the Company with respect to term life insurance, which amount each Executive is responsible for paying income tax. In
2011, the Company’s 401(k) matching contributions, including the 401(k) Restoration Benefit as described in “— NONQUALIFIED
DEFERRED COMPENSATION — Executive Deferred Compensation Plan Participation” below, for each of the Executives were as
follows: Mr. Voss — $89,700; Mr. Lyons — $40,281; Mr. Baxter — $49,620; Mr. Heflin — $31,619 and Mr. Sullivan — $37,107.
In 2011, the Company’s cost of insurance premiums for Mr. Voss was $23,599. In 2011, the amount in column (i) for Mr. Voss
also includes the costs for personal use of Company-provided telephone, tax planning services, spouse business travel, personal
use of Company-provided tickets for entertainment events and two-week use of electric automobile for test purposes and the
amount in column (i) for Mr. Baxter also includes the costs for personal use of Company-provided telephone, tax and financial
planning services, spouse business travel, personal use of Company-provided tickets for entertainment events and personal use of
a Company facility during 2011.

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The following table provides additional information with respect to stock-based awards granted in 2011, the value of which was
provided in the Stock Awards column of the Summary Compensation Table with respect to 2011 grants, and the potential range of payouts
associated with the 2011 EIP.

GRANTS OF PLAN-BASED AWARDS TABLE

All Other
Option
All Other Awards: Grant Date
Estimated Future Payouts Under Estimated Future Payouts Stock Awards: Number of Exercise or Fair Value
Non-Equity Incentive Plan Under Equity Incentive Plan Number of Securities Base Price of of Stock
Committee Awards(2) Awards(3) Shares of Stock Underlying Option and Option
Approval Threshold Target Maximum Threshold Target Maximum or Units Options(4) Awards(4) Awards(5)
Name Grant Date(1) Date(1) ($) ($) ($) ($)(#) ($)(#) ($)(#) (#) (#) ($/Sh) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
Voss 450,000 900,000 1,800,000 – – – – – – –
PSUP: 1/1/11 12/9/10 – – – 29,859 99,531 199,062 – – – 3,126,269
Lyons 157,625 315,250 630,500 – – – – – – –
PSUP: 1/1/11 12/9/10 – – – 8,939 29,798 59,596 – – – 935,955
Baxter 191,750 383,500 767,000 – – – – – – –
PSUP: 1/1/11 12/9/10 – – – 10,875 36,249 72,498 – – – 1,138,581
Heflin 120,000 240,000 480,000 – – – – – – –
PSUP: 1/1/11 12/9/10 – – – 6,320 21,065 42,130 – – – 661,652
Retention
Award: 3/1/11 2/8/11 – – – 0 400,000 600,000 – – – 400,000
Sullivan 148,850 297,700 595,400 – – – – – – –
PSUP: 1/1/11 12/9/10 – – – 7,381 24,604 49,208 – – – 772,812

(1) The 2011 PSU target awards were approved by the Committee on December 9, 2010 and, in accordance with authoritative
accounting guidance, granted on January 1, 2011. Mr. Heflin’s Retention Award was approved by the Committee on February 8,
2011 and, in accordance with authoritative accounting guidance, granted on March 1, 2011. See
“— COMPENSATION DISCUSSION AND ANALYSIS” for a discussion of the timing of various pay decisions.
(2) The amounts shown in column (c) reflect the threshold payment level under the 2011 EIP which is 50 percent of the target amount
shown in column (d). The amount shown in column (e) is 200 percent of such target amount. See “— COMPENSATION
DISCUSSION AND ANALYSIS” for information regarding the description of performance-based conditions.
(3) For each Executive, the amounts shown (denominated in shares of Company Common Stock) in column (f) reflect the threshold
2011 PSU award grant which is 30 percent of the target amount shown in column (g). The amount shown in column (h) is
200 percent of such target amount. In addition, for Mr. Heflin, a separate amount shown (denominated in dollars) in column
(f) reflects the threshold Retention Award grant which is 0 percent of the corresponding target amount shown in column (g). The
corresponding amount shown in column (h) is 150 percent of such target amount. See “— COMPENSATION DISCUSSION AND
ANALYSIS” for information regarding the terms of the awards, the description of performance-based vesting conditions and the
criteria for determining the amounts payable.
(4) None of the Executives received any option awards in 2011.
(5) For each Executive, represents the grant date fair value of the 2011 PSU awards determined in accordance with authoritative
accounting guidance, excluding the effect of estimated forfeiture. For Mr. Heflin, additionally represents the grant date fair value

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of the Retention Award in 2011 determined in accordance with authoritative accounting guidance, excluding the effect of
estimated forfeiture. Assumptions used in the calculation of these amounts are referenced in footnote (3) to the Summary
Compensation Table. There is no guarantee that, if and when the 2011 PSU awards or Retention Award vest, as applicable, they
will have this value.

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
See “— COMPENSATION DISCUSSION AND ANALYSIS” for further information regarding the terms of awards reported in the
Summary Compensation Table and the Grants of Plan-Based Awards Table and for discussions regarding officer stock ownership
requirements, dividends paid on equity awards, and allocations between short-term and long-term compensation.
The following table provides information regarding the outstanding equity awards held by each of the Executives as of
December 31, 2011.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

Option Awards(1) Stock Awards

Equity Incentive Equity Incentive Equity Incentive
Plan Awards: Market Plan Awards: Plan Awards:
Number of Number of Number of Value of Number of Market or Payout
Securities Securities Securities Number of Shares or Unearned Value of
Underlying Underlying Underlying Shares or Units of Shares, Units, Unearned Shares,
Unexercised Unexercised Unexercised Option Units of Stock Stock That or Other Rights Units, or Other
Options Options Unearned Exercise Option That Have Have That Have Not Rights That Have
Exercisable Unexercisable Options Price Expiration Not Vested Not Vested Vested(2) Not Vested(2)(3)
Name (#) (#) (#) ($) Date (#) ($) (#) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Voss – – – – – – – 57,997 1,921,441
Lyons – – – – – – – 16,485 546,148
Baxter – – – – – – – 23,712 785,579
Heflin – – – – – – – 25,725 852,258
Sullivan – – – – – – – 16,495 546,479

(1) None of the Executives hold any options to purchase shares of the Company’s Common Stock.
(2) For each Executive, represents 2010 and 2011 PSU award grants at threshold and Performance Restricted Stock awards at target,
based on historical payout levels.
Although shares of Performance Restricted Stock were not vested as of December 31, 2011, all remaining shares of Performance
Restricted Stock vested March 1, 2012, as follows:

# of Shares Vested
Name at March 1, 2012
Voss 855
Lyons 284
Baxter 1,002
Heflin —
Sullivan 596
The 2010 and 2011 PSU awards vest, subject to Ameren achieving the required performance threshold and continued
employment of the Executive, as of

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December 31, 2012 and December 31, 2013, respectively, for all Executives. See “— COMPENSATION DISCUSSION AND
ANALYSIS — Long-Term Incentives: Performance Share Unit Program (“PSUP”).”
For Mr. Heflin, additionally represents Retention Award grant at target. The Retention Award vests, subject to performance level
of Ameren Missouri’s nuclear energy center and the continued employment of Mr. Heflin, as of March 1, 2014. See “—
COMPENSATION DISCUSSION AND ANALYSIS — Other Compensation Matters.”
(3) The dollar value of the payment of the 2010 and 2011 PSU awards is based on achieving the threshold (minimum) performance
goals for such awards. The dollar value of the payout of outstanding Performance Restricted Stock awards is based on achieving
target performance goals for such awards. The dollar value of the payment of Mr. Heflin’s Retention Award is based on achieving
the target performance level for such award. Valuations are based on the closing price of $33.13 per share of Ameren’s Common
Stock on the NYSE on December 30, 2011, the last business day of 2011. There is no guarantee that, if and when the 2010 and
2011 PSU awards or the Retention Award vest, they will have this value. The actual dollar value of the payout of outstanding
Performance Restricted Stock on the March 1, 2012 vesting date based on achieving 123.5 percent of target performance in 2011
is set forth in the Option Exercises and Stock Vested Table below.
The following table provides the amounts received upon exercise of options or similar instruments or the vesting of stock or
similar instruments during the most recent fiscal year.

OPTION EXERCISES AND STOCK VESTED TABLE

Option Awards(1) Stock Awards

Value
Number of Shares Number of Shares Realized
Acquired on Value Realized Acquired on on
Exercise on Exercise Vesting Vesting(4)
Name (#) ($) (#) ($)
(a) (b) (c) (d) (e)
Voss — — 855(2) 27,420
9,447(3) 312,979
Lyons — — 284(2) 9,108
3,998(3) 132,454
Baxter — — 1,002(2) 32,134
10,938(3) 362,376
Heflin — — — —
7,106(3) 235,422
Sullivan — — 596(2) 19,114
8,254(3) 273,455

(1) None of the Executives hold any options to purchase shares of our Common Stock.
(2) Shares earned and vested under the Performance Restricted Stock awards under the Long-Term Incentive Plan of 1998 due to
achievement of specified Ameren EPS hurdles for restricted shares awarded during 2001-2005. The restricted shares were released
on March 1, 2012.
(3) Represents 2009 PSU award grants earned as of December 31, 2011. During the performance period for the 2009 PSU awards
ending December 31, 2011, Executives were credited with dividend equivalents on 2009 PSU award grants, which represented the
right to receive shares of Ameren Common Stock measured by the dividend

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payable with respect to the corresponding number of 2009 PSU awards. Dividend equivalents on 2009 PSU awards accrued at
target levels and were reinvested into additional 2009 PSU awards throughout the three-year performance period. The number of
PSUs ultimately earned by each Executive through dividend reinvestment was as follows: Mr. Voss 1,472 units; Mr. Lyons 623
units; Mr. Baxter 1,704 units; Mr. Heflin 1,107 units and Mr. Sullivan 1,286 units.
(4) The value of the vested Performance Restricted Stock is based on the closing price of $32.07 per share of our Common Stock on
the NYSE on February 29, 2012. The value of the vested 2009 PSUs is based on the closing price of $33.13 per share of our
Common Stock on the NYSE on December 30, 2011, the last business day of 2011.

PENSION BENEFITS
The table below provides the actuarial present value of the Executive’s accumulated benefits under the Company’s retirement
plans and the number of years of service credited to each Executive under these plans.

PENSION BENEFITS TABLE

Number of Present Value of Payments During

Years Credited Accumulated Last Fiscal
Service Benefit(1)(2) Year(3)
Name Plan Name (#) ($) ($)
(a) (b) (c) (d) (e)
Voss 1) Retirement Plan 42 1,307,438 –
2) SRP 42 920,726 –
Lyons 1) Retirement Plan 10 217,912 –
2) SRP 10 238,625 –
Baxter 1) Retirement Plan 16 273,180 –
2) SRP 16 683,531 –
Heflin 1) Retirement Plan 6 155,676 –
2) SRP 6 138,526 –
Sullivan 1) Retirement Plan 22 504,517 –
2) SRP 22 531,472 –

(1) Represents the actuarial present value of the accumulated benefits relating to the Executives under the Retirement Plan (defined
below) and the SRP as of December 31, 2011. See Note 11 to our audited consolidated financial statements for the year ended
December 31, 2011 included in our 2011 Form 10-K for an explanation of the valuation method and all material assumptions
applied in quantifying the present value of the accumulated benefit. The calculations were based on retirement at the plan normal
retirement age of 65, included no pre-retirement decrements in determining the present value, used an 80 percent lump
sum/20 percent annuity payment form assumption, and used the plan valuation mortality assumptions after age 65 in the 1994
Group Annuity Reserving Table. Cash balance accounts were projected to age 65 using the 2011 plan interest crediting rate of
5.0 percent.

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(2) The following table provides the Cash Balance Account Lump Sum Value for accumulated benefits relating to the Executives
under the cash balance account under the Retirement Plan and the SRP at December 31, 2011 as an alternative to the presentation
of the actuarial present value of the accumulated benefits relating to the Executives under the Retirement Plan and the SRP as of
December 31, 2011.

Cash Balance Account

Lump Sum Value
Name Plan Name ($)
Voss 1) Retirement Plan 1,229,064
2) SRP 865,533
Lyons 1) Retirement Plan 184,319
2) SRP 201,839
Baxter 1) Retirement Plan 238,942
2) SRP 597,864
Heflin 1) Retirement Plan 133,818
2) SRP 119,076
Sullivan 1) Retirement Plan 441,977
2) SRP 465,591
(3) All Executives are active and were not eligible for payments prior to December 31, 2011.

Ameren Retirement Plan

Retirement benefits for the Executives fall under the Benefits for Salaried Employees (the “Cash Balance Account”). Most
salaried employees of Ameren and its subsidiaries, including the Executives, earn benefits in the Cash Balance Account under the Ameren
Retirement Plan (the “Retirement Plan”) immediately upon employment. Benefits become vested after three years of service.
On an annual basis a bookkeeping account in a participant’s name is credited with an amount equal to a percentage of the
participant’s pensionable earnings for the year. Pensionable earnings include base salary and annual EIP compensation, which are
equivalent to amounts shown in columns (c) and (g) in the Summary Compensation Table. The applicable percentage is based on the
participant’s age as of December 31 of that year.

Regular
Credit for
Participant’s Age Pensionable
on December 31 Earnings*
Less than 30 3%
30 to 34 4%
35 to 39 4%
40 to 44 5%
45 to 49 6%
50 to 54 7%
55 and over 8%

* An additional regular credit of three percent is received for pensionable earnings above the
Social Security wage base.
These accounts also receive interest credits based on the average yield for one-year U.S. Treasury constant maturity for the
previous October, plus one percent. The minimum interest credit is five percent.

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Effective January 1, 2001, an enhancement account was added that provides a $500 additional credit at the end of each year.
The normal retirement age under the Cash Balance Account structure and the SRP is 65. Neither the Cash Balance Account
structure nor the SRP contain provisions for crediting extra years of service or for early retirement. When a participant terminates
employment (including as a result of retirement), the amount credited to the participant’s account is converted to an annuity or paid to the
participant in a lump sum. The participant can also choose to defer distribution, in which case the account balance is credited with interest
at the applicable rate until the future date of distribution.

Ameren Supplemental Retirement Plan

In certain cases, pension benefits under the Retirement Plan are reduced to comply with maximum limitations imposed by the
IRC. The SRP is maintained by Ameren to provide for a supplemental benefit equal to the difference between the benefit that would have
been paid if such IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations. Any Executive
whose pension benefits under the Retirement Plan would exceed IRC limitations or who participates in the deferred compensation plan
described below is eligible to participate in the SRP. The SRP is unfunded and is not a qualified plan under the IRC.
There is no offset under either the Retirement Plan or the SRP for Social Security benefits or other offset amounts.

NONQUALIFIED DEFERRED COMPENSATION

The following table discloses contributions, earnings and balances under the nonqualified deferred compensation plan for each
Executive.

NONQUALIFIED DEFERRED COMPENSATION TABLE

Aggregate
Executive Company Earnings Aggregate Aggregate
Contributions Contributions in Withdrawals/ Balance at
in 2011(1) in 2011(2) 2011(3) Distributions 12/31/11(4)
Name ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f)
Voss 316,400 78,675 169,849 – 2,734,948
Lyons 39,008 29,256 (2,789) – 107,693
Baxter 118,012 38,595 79,595 – 1,324,792
Heflin 58,553 20,594 15,060 – 362,203
Sullivan 184,360 26,082 119,033 – 2,041,566

(1) A portion of these amounts is also included in amounts reported for 2011 as “Salary” in column (c) of the Summary Compensation
Table. These amounts also include a portion of amounts reported as “Non-Equity Incentive Plan Compensation” in our 2011 proxy
statement representing compensation paid in 2011 for performance during 2010.
(2) All of the Company matching contributions reported for each Executive are included in the amounts reported in column (i) of the
Summary Compensation Table.
(3) The dollar amount of aggregate interest earnings accrued during 2011. The above-market interest component of these amounts
earned on deferrals made prior to January 1, 2010 with respect to plan years beginning on or prior to January 1, 2010 and for
deferrals made prior to January 1, 2010 with respect to plan years beginning on

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or after January 1, 2011 is included in amounts reported in column (h) of the Summary Compensation Table. See
footnote (6) to the Summary Compensation Table for the amounts of above-market interest. 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.
(4) The dollar amount of the total balance of the Executive’s account as of December 31, 2011 consists of the following elements:

Amount Previously
Company Reported as
Executive Matching Interest Compensation in Prior
Contributions Contributions Earnings Total Years(1)
Name ($) ($) ($) ($) ($)
Voss 1,656,941 124,726 953,281 2,734,948 1,353,274
Lyons 61,488 46,116 89 107,693 39,340
Baxter 796,404 64,993 463,394 1,324,792 692,244
Heflin 268,480 32,241 61,482 362,203 106,765
Sullivan 1,317,027 43,447 681,092 2,041,566 1,044,524

(1) Represents amounts previously reported as compensation to the Executive in Ameren’s Summary Compensation Table
in previous years.

Executive Deferred Compensation Plan Participation

Pursuant to an optional deferred compensation plan available to executive officers and certain key employees, Executives may
annually choose to defer up to 50 percent (in one percent increments) of their salary and up to 100 percent (in one percent increments or
amounts in excess of a threshold) of cash incentive awards. There are no minimum dollar thresholds for deferrals. At the request of a
participant, the Company may, in its discretion, waive the 50 percent limitation.

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The Ameren Deferred Compensation Plan, as amended and restated, effective January 1, 2010 (the “Ameren Deferred
Compensation Plan”), changed the interest crediting rates for deferrals made with respect to plan years commencing on and after
January 1, 2010 and added a 401(k) restoration benefit for eligible officers of Ameren whose total salary and short-term incentive award
exceeds the limit on compensation in effect under the IRC. In October 2010, the Company adopted an amendment to the Ameren Deferred
Compensation Plan for plan years beginning on and after January 1, 2011 to change the measurement period for the applicable interest
rates to amounts deferred under such plan prior to January 1, 2010 and to clarify that matching contributions made under the plan are
based upon all of a participant’s deferrals under the plan during a plan year. Pursuant to the Ameren Deferred Compensation Plan, amounts
deferred (and interest attributable thereto), other than the 401(k) Restoration Benefit (as defined below), 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:

Calculation for Plan Year Deferral Date Rate

Plan Years beginning on or prior to January 1, Deferrals prior to January 1, 2010 150 percent of the average of the monthly
2010 Mergent’s Seasoned AAA Corporate Bond
Yield Index rate (the “Officers Deferred
Plan Index Rate”) for the calendar year
immediately preceding such plan year —
for 2011 such interest crediting rate was
7.44 percent
Plan Years beginning on or after January 1, 2011 Deferrals prior to January 1, 2010 Officers Deferred Plan Index Rate for the
12-month period ending on November 30
of the calendar year immediately
preceding such plan year — for 2011 such
interest crediting rate was 7.44 percent
Plan Years beginning on or after January 1, Deferrals on and after January 1, 2010 120 percent of the AFR for the December
2010 immediately preceding such plan year (the
“Officers Deferred Plan Interest Rate”) —
for 2011 such interest crediting rate was
4.24 percent
Under the Ameren Deferred Compensation Plan, upon a participant’s termination of employment with the Company and/or its
subsidiaries prior to age 55 and after the occurrence of a Change of Control (as defined under “— OTHER POTENTIAL POST-
EMPLOYMENT PAYMENTS — Change of Control Protection — In General — Change of Control Severance Plan” below) the balance in
such participant’s deferral account, with interest as described in the table above, shall be distributed in a lump sum within 30 days after the
date the participant terminates employment.
The 401(k) Restoration Benefit allows eligible officers of Ameren, including the Executives, to also defer a percentage of salary
and/or EIP awards in excess of the limit on compensation then in effect under the IRC (currently $245,000), in one percent increments, up
to a maximum of six percent of total salary and EIP awards (a “401(k) Restoration Deferral,” together with Ameren’s 401(k) matching
credit described below, the “401(k) Restoration Benefit”). Under the Ameren Deferred Compensation Plan, Ameren credits each
participating officer’s deferral account with a matching credit equal to 100 percent of the first

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three percent of salary and EIP awards and 50 percent of the remaining salary and EIP awards deferred by the participant, including a
401(k) Restoration Deferral. In general, eligible participants, including the Executives, may direct the deemed investment of the
401(k) Restoration Benefit in accordance with the investment options that are generally available under Ameren’s 401(k) savings
investment plan, except for the Ameren stock fund.
As a result of the changes described in this section, no preferential or above-market earnings are paid pursuant to the Ameren
Deferred Compensation Plan with respect to plan years beginning on or after January 1, 2010 for deferrals made on and after January 1,
2010. The investment returns for the funds elected by Executives under the Ameren Deferred Compensation Plan in 2011 were as follows:

Percentage
Rate of
Name of Fund Return
Allianz NFJ Dividend Value Fund-Institutional Class 3.39%
American Funds EuroPacific Growth Fund-Class R5 (13.35)%
American Funds Growth Fund of America-Class R5 (4.56)%
BlackRock US Treasury Inflation Protected Securities
Non-Lendable Fund-Class F 13.21%
Northern Trust Stable Asset Fund 3.36%
NWQ Small/Mid Cap Value Fund-Class J 1.86%
Royce Value Plus Fund-Institutional Class (9.69)%
Vanguard Extended Market Index Fund-Institutional Class (3.62)%
BlackRock LifePath 2025 Portfolio-Class G 0.77%
BlackRock LifePath 2030 Portfolio-Class G 0.00%
After the participant retires, the deferred amounts (and interest attributable thereto), other than the 401(k) Restoration Benefit,
accrue interest as follows:

Calculation for Plan Year Deferral Date Rate

Plan Years beginning on or prior to January 1, Deferrals prior to January 1, 2010 Average monthly Mergent’s Seasoned
2010 AAA Corporate Bond Yield Index rate (the
“Officers Deferred Plan Base Index Rate”)
for the calendar year immediately
preceding such plan year — for 2011 such
interest crediting rate was
4.96 percent
Plan Years beginning on or after January 1, 2011 Deferrals prior to January 1, 2010 Officers Deferred Plan Base Index Rate
for the 12-month period ending on
November 30 of the calendar year
immediately preceding such plan year —
for 2011 such interest crediting rate was
4.96 percent
Plan Years beginning on or after January 1, Deferrals on and after January 1, 2010 Officers Deferred Plan Interest Rate — for
2010 2011 such interest crediting rate was
4.24 percent
The plan compounds interest annually and the rate is calculated as of the first day of the plan year.

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A participant may choose to receive the deferred amounts at retirement in a lump sum payment or in installments over a set
period of up to 15 years. In the event a participant terminates employment with the Company and its subsidiaries prior to age 55, the
balance in such participant’s deferral account is distributable in a lump sum to the participant within 30 days of the date the participant
terminates employment.
Participants are 100 percent vested at all times in the value of their contributions, investment earnings and any Company
401(k) matching credits. A participant’s benefit will be comprised of separate bookkeeping accounts evidencing his or her interest in each
of the investment funds in which contributions and applicable matching contributions have been deemed invested. While no actual
contributions are made to the funds, earnings or losses are calculated using the valuation methodology employed by the record keeper for
each of the corresponding funds. Participants may generally transfer investments among various investment alternatives on a daily basis,
subject to the provisions of the Ameren Deferred Compensation Plan.
Distributions from the Ameren Deferred Compensation Plan will be paid in cash. Participants may also elect to receive
distributions in a single lump sum or in substantially equal annual or monthly installments over a period of 5, 10 or 15 years.

OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS

Employment Agreements
The Company has no employment agreements with the Executives.

General Severance Plan

Ameren maintains a Severance Plan for Management Employees which provides for severance based on years of service and
weeks of pay for all salaried full-time employees on the active payroll. The Executives are covered under this plan in the event of a
qualified termination (defined under the plan) and are eligible for severance on the same basis as other full-time salaried employees.

Change of Control Protection

In General
Change of Control Severance Plan. In 2008, Ameren’s Board of Directors adopted a Second Amended and Restated Change of
Control Severance Plan, as amended (the “Change of Control Plan”). Other Company plans also carry change of control provisions.
Severance and PSUP provisions pursuant to a Change of Control (as defined below) were redesigned or designed by the
Committee in 2006 and subsequent changes to the Change of Control Plan have been made in response to various changes in tax laws. The
Change of Control Plan was amended in 2009 to eliminate reimbursement and gross-up payments in connection with any excise taxes that
may be imposed on benefits received by any officers who first become designated as entitled to receive benefits under the Change of
Control Plan on or after October 1, 2009.
Under the Change of Control Plan, designated officers of Ameren and its subsidiaries, including the Executives, are entitled to
receive severance benefits if their employment is terminated without Cause (as defined below) or by the Executive for Good Reason (as
defined below) within two years after a Change of Control.

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Definitions of Change of Control, Cause and Good Reason

A change of control (“Change of Control”) occurs under the Change of Control Plan, in general, upon:
(i) the acquisition of 20 percent or more of the outstanding Common Stock of Ameren or of the combined voting power
of the outstanding voting securities of Ameren;
(ii) a majority change in composition of the board of directors;
(iii) a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of
Ameren, unless current shareholders continue to own 60 percent or more of the surviving entity immediately following the
transaction; or
(iv) approval by Ameren shareholders of a complete liquidation or dissolution of Ameren.
“Cause” is defined as follows:
(i) the participant’s willful failure to substantially perform his or her duties with Ameren (other than any such failure
resulting from the participant’s disability), after notice and opportunity to remedy;
(ii) gross negligence in the performance of the participant’s duties which results in material financial harm to Ameren;
(iii) the participant’s conviction of, or plea of guilty or nolo contendere to, any felony or any other crime involving the
personal enrichment of the participant at the expense of Ameren or shareholders of Ameren; or
(iv) the participant’s willful engagement in conduct that is demonstrably and materially injurious to Ameren, monetarily
or otherwise.
“Good Reason” is defined as follows:
(i) a net reduction of the participant’s authorities, duties, or responsibilities as an executive and/or officer of Ameren;
(ii) required relocation of more than 50 miles;
(iii) any material reduction of the participant’s base salary or target bonus opportunity;
(iv) reduction in grant-date value of long-term incentive opportunity;
(v) failure to provide the same aggregate value of employee benefit or retirement plans in effect prior to a Change of
Control;
(vi) failure of a successor to assume the Change of Control Plan agreements; or
(vii) a material breach of the Change of Control Plan.

If an Executive’s employment is terminated without Cause or by the Executive for Good Reason within two years after a Change
of Control, the Executive will receive a cash lump sum equal to the following:
(i) salary and unpaid vacation pay through the date of termination;
(ii) pro rata EIP compensation for the year of termination;

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(iii) three years’ worth of each of base salary, target EIP compensation and additional pension credit;
(iv) up to $30,000 for the cost of outplacement services (not available for a Good Reason termination); and
(v) reimbursement and gross-up for any excise tax imposed on benefits received by the Executive from Ameren,
assuming such payments (as defined by the IRS) are at least 110 percent of the imposed cap under the IRC; provided that officers
who first become designated as entitled to receive benefits under the Change of Control Plan on or after October 1, 2009, are not
eligible to receive reimbursement and gross-up for any such excise tax.
In addition to the cash lump sum payment, any such Executive shall continue to be eligible for welfare benefits during the three-
year severance period provided that if the Executive becomes reemployed with another employer and is eligible to receive such welfare
benefits under such other employer’s plan, the Company’s health and welfare benefits will be secondary to those provided under such
other plan during the severance period.
Following are details of how the above items are calculated.
• Retirement Plan Benefit Assumptions. Amount equal to the difference between (a) the account balance under the
Retirement Plan and SRP which the participant would receive if his or her employment continued during the
three-year period upon which severance is received (assuming the participant’s compensation during such period would
have been equal to his or her compensation as in effect immediately prior to termination), and (b) the actual account
balance (paid or payable) under such plans as of the date of termination.
• Welfare Benefit Payment Assumptions. Continued coverage for the Executive’s family with medical, dental, life insurance
and executive life insurance benefits as if employment had not been terminated during the three-year period upon which
severance is received. The calculation and the corresponding amounts set forth in the Estimated Potential Post-
Employment Payments tables below assume full cost of benefits over the three-year period. In addition, the Executive’s
family receives additional retiree medical benefits (if applicable) as if employment had not been terminated during the
three-year period upon which severance is received. All retiree medical benefits are payable only in their normal form as
monthly premium payments. The actuarial present value of the additional retiree medical benefits is included, calculated
based on retirement at the end of the three-year severance period, a graded discount rate assumption of 0.24 percent for
payment duration of three years or less, 1.53 percent for payment duration of over three but not more than nine years and
3.37 percent for payment duration over nine years, and post-retirement mortality according to the RP-2000 (generational)
table. (No pre-retirement mortality.)

Ability to Amend or Terminate Change of Control Plan

The Board may amend or terminate the Change of Control Plan at any time, including designating any other event as a Change
of Control, provided that the Change of Control Plan may not be amended or terminated (i) following a Change of Control, (ii) at the
request of a third party who has taken steps reasonably calculated to effect a Change of Control or (iii) otherwise in connection with or in
anticipation of a Change of Control in any manner that could adversely affect the rights of any officer covered by the Change of Control
Plan.

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Change of Control Provisions Relating to PSU Awards

Below is a summary of protections provided upon a Change of Control with respect to the PSU awards under the 2006 Omnibus
Incentive Compensation Plan. In brief, the goal of these protections is to avoid acceleration of PSU vesting and payment in situations
where a Change of Control occurs but the Company continues to exist and the Executive retains his or her position. In the table below, the
term “qualifying termination” means the participant is involuntarily terminated other than for Cause or has a voluntary termination for
Good Reason before the second anniversary of the date of the Change of Control. Other definitions of capitalized terms may be found in
the Change of Control Plan.

Change of Control Event Termination Event Unvested PSU Awards

Change of Control which No qualifying Payable upon the earliest to occur of the following:
occurs on or before the end of termination • for PSU awards granted through December 31, 2008, two years after the
the applicable performance performance period has ended and for PSU awards granted in 2009 or
period after which the thereafter, after the performance period has ended;
Company continues in • the participant’s death; or
existence and remains a • if the participant becomes disabled or retires during the performance
publicly traded company period, immediately following the performance period and if the
on the NYSE or NASDAQ participant becomes disabled or retires after the performance period but
before earned amounts have been paid out, upon such disability or
death.

Qualifying termination The PSUs the participant would have earned if such participant remained
during the performance employed until the vesting date, at actual performance, will vest on the last
period day of the performance period and be paid in shares of the Company’s
Common Stock immediately.

Change of Control which Automatic Upon The target number of PSU awards granted, together with dividends accrued
occurs on or before the end of Change of Control thereon, will be converted to nonqualified deferred compensation. Interest
the applicable performance on the nonqualified deferred compensation will accrue based on the prime
period in which the Company rate, computed as provided in the award agreement.
ceases to exist or is no longer
publicly traded on the NYSE Continued employment Lump sum payout of the nonqualified deferred compensation plus interest
or NASDAQ until the end of the immediately following the performance period.
three-year performance
period
Continued employment Immediate lump sum payout of the nonqualified deferred compensation,
until death or disability plus interest.
which occurs before
the end of the
three-year performance
period

Qualifying termination Immediate lump sum payout of the nonqualified deferred compensation,
during the three-year plus interest; provided that such distribution shall be deferred until the date
performance period which is six months following the participant’s termination of employment
to the extent required by IRC Section 409A.

Other termination of Forfeiture of the nonqualified deferred compensation, plus interest.

employment before the
end of the
three-year performance
period
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Termination of PSU Awards Other Than for Change of Control

The following table summarizes the impact of certain employment events that may result in the payment of unvested PSU
awards.

Additional Termination Unvested PSU

Type of Termination Details Awards

Voluntary termination N/A Forfeited

Involuntary termination Prior to age 62 Forfeited

not for Cause

Age 62+

Death Prior to age 62 All awards pay out at target (plus accrual of dividends), pro rata for the number of days
worked in each performance period.
Age 62+

Disability Prior to age 62 All outstanding awards are earned at the same time and to the same extent that they are
earned by other participants, and are paid immediately following the performance period.
Age 62+

Retirement (Termination at or after age Prior to age 62 Only if the participant has at least five years of service, a prorated award is earned at the end
55) During Performance Period of the three-year performance period (based on actual performance) and paid immediately
following the performance period.

Age 62+ Only if the participant has at least five years of service, a full award is earned at the end of
the three-year performance period (based on actual performance) and paid immediately
following the performance period.

Retirement (Termination at or after age PSU awards prior to 2009 This scenario occurs when awards have already vested. In this situation, payout is made
55) Following Performance Period incorporate a two-year holding immediately.
period after a three-year
performance vesting period.

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Estimated Potential Post-Employment Payments

The tables below reflect the payments and benefits payable to each of the Executives in the event of a termination of the
Executive’s employment under several different circumstances. The amounts shown assume that termination was effective as of
December 31, 2011, at the Executive’s compensation and service levels as of that date, and are estimates of the amounts that would be
payable to the Executive in each scenario. Excise tax and gross-up payments are estimated using a stock price of $33.13 per share (the
closing price of Ameren’s Common Stock on the NYSE on December 30, 2011, the last business day of 2011). In addition, the amounts
shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-
discriminatory basis to employees upon a termination of employment. The actual amounts to be paid out can only be determined at the
time of the Executive’s actual separation from the Company. Factors that could affect the nature and amount of the payments on
termination of employment, among others, include the timing of event, compensation level, the market price of our Common Stock and
the Executive’s age.

VOSS

Retirement at Involuntary
Age at Termination not Change of
Death Disability 12/31/11 for Cause Control(1)
Component of Pay ($) ($) ($) ($) ($)
Cash Severance (Three years’ Base
Salary and Target EIP, Plus Prorata EIP) N/A N/A N/A 6,300,000
PSU Vesting, Assuming Termination of
Employment 3,362,671 2,351,679 2,351,679(2) 6,623,339
Performance Restricted Stock Vesting(3) 28,326 28,326 28,326 28,326
Three Years’ Pension Credit N/A N/A N/A 1,012,872
Three Years’ Welfare Benefits(4) N/A N/A N/A 104,832
Outplacement at Maximum N/A N/A N/A 30,000
Excise Tax and Gross-up N/A N/A N/A 7,071,949
Total 3,390,997 2,380,005 2,380,005 21,171,318

LYONS
Retirement at Involuntary
Age at Termination not Change of
Death Disability 12/31/11(5) for Cause Control(1)
Component of Pay ($) ($) ($) ($) ($)
Cash Severance (Three years’ Base
Salary and Target EIP, Plus Prorata EIP) N/A N/A N/A 2,716,000
PSU Vesting, Assuming Termination of
Employment 978,769 711,322 0 1,921,605
Performance Restricted Stock Vesting(3) 9,409 9,409 9,409 9,409
Three Years’ Pension Credit N/A N/A N/A 306,316
Three Years’ Welfare Benefits(4) N/A N/A N/A 47,193
Outplacement at Maximum N/A N/A N/A 30,000
Excise Tax and Gross-up N/A N/A N/A 2,400,137
Total 988,178 720,731 9,409 7,430,660

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BAXTER

Retirement at Involuntary
Age at Termination not Change of
Death Disability 12/31/11(5) for Cause Control(1)
Component of Pay ($) ($) ($) ($) ($)
Cash Severance (Three years’ Base
Salary and Target EIP, Plus Prorata EIP) N/A N/A N/A 3,304,000
PSU Vesting, Assuming Termination of
Employment 1,612,931 1,170,875 0 2,870,391
Performance Restricted Stock Vesting(3) 33,196 33,196 33,196 33,196
Three Years’ Pension Credit N/A N/A N/A 470,994
Three Years’ Welfare Benefits(4) N/A N/A N/A 57,744
Outplacement at Maximum N/A N/A N/A 30,000
Excise Tax and Gross-up N/A N/A N/A 3,083,898
Total 1,646,127 1,204,071 33,196 9,850,223

HEFLIN
Retirement at Involuntary
Age at Termination not Change of
Death Disability 12/31/11(5) for Cause Control(1)
Component of Pay ($) ($) ($) ($) ($)
Cash Severance (Three years’ Base
Salary and Target EIP, Plus Prorata EIP) N/A N/A N/A 2,160,000
PSU Vesting, Assuming Termination of
Employment 995,523 721,010 0 1,742,947
Retention Award Vesting, Assuming
Termination of Employment 111,111 111,111 111,111 400,000
Performance Restricted Stock Vesting(3) N/A N/A N/A N/A
Three Years’ Pension Credit N/A N/A N/A 230,695
Three Years’ Welfare Benefits(4) N/A N/A N/A 46,977
Outplacement at Maximum N/A N/A N/A 30,000
Excise Tax and Gross-up N/A N/A N/A 2,275,164
Total 1,106,634 832,121 111,111 6,885,783

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SULLIVAN

Retirement at Involuntary
Age at Termination not Change of
Death Disability 12/31/11(5) for Cause Control(1)
Component of Pay ($) ($) ($) ($) ($)
Cash Severance (Three years’ Base Salary
and Target EIP, Plus Prorata EIP) N/A N/A N/A 2,564,800
PSU Vesting, Assuming Termination of
Employment 1,157,911 839,045 0 2,029,233
Performance Restricted Stock Vesting(3) 19,745 19,745 19,745 19,745
Three Years’ Pension Credit N/A N/A N/A 394,487
Three Years’ Welfare Benefits(4) N/A N/A N/A 101,392
Outplacement at Maximum N/A N/A N/A 30,000
Excise Tax and Gross-up N/A N/A N/A 2,338,934
Total 1,177,656 858,790 19,745 7,478,591

(1) Change of Control figures assume that the Company ceases to exist or is no longer publicly traded on the NYSE or NASDAQ
after the Change of Control.
(2) The estimated number of PSUs that would be payable upon retirement at December 31, 2011 for Mr. Voss is calculated according
to the schedule following “— Change of Control Provisions Relating to PSU Awards” above, depending on their respective ages at
December 31, 2011. Where performance was estimated, it was estimated at 30 percent payout for PSU awards and 100 percent
payout for Performance Restricted Stock awards based upon historical payouts.
(3) All outstanding Performance Restricted Stock vested on March 1, 2012 in accordance with its terms.
(4) Welfare benefits figures reflect the estimated lump-sum present value of all future premiums which will be paid on behalf of or to
the Executives under our welfare benefit plans. These amounts, however, would not actually be paid as a cash lump sum upon a
Change of Control and termination of employment.
(5) Messrs. Lyons, Baxter, Heflin and Sullivan are not retirement-eligible. Therefore, no PSU or Performance Restricted Stock vesting
is shown upon retirement for them.

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 Audit and Risk Committee Report shall not be deemed to be incorporated by reference into any such filings.

AUDIT AND RISK COMMITTEE REPORT

The Audit and Risk Committee reviews Ameren’s financial reporting process on behalf of the Board of Directors. In fulfilling its
responsibilities, the Audit and Risk Committee has reviewed and discussed the audited financial statements to be included in the 2011
Form 10-K with Ameren’s management and the independent registered public accounting firm. Management is responsible for the
financial statements and the reporting process, as well as maintaining effective internal control over financial reporting and

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assessing such effectiveness. The independent registered public accounting firm is responsible for expressing an opinion on the conformity
of those audited financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion
on whether Ameren maintained effective internal control over financial reporting.
The Audit and Risk Committee has discussed with the independent registered public accounting firm, the matters required to be
discussed by the rules of the Public Company Accounting Oversight Board (“PCAOB”), including U.S. Auditing Standard Section 380. In
addition, the Audit and Risk Committee has discussed with the independent registered public accounting firm, the accounting firm’s
independence with respect to Ameren and its management, including the matters in the written disclosures and the letter required by the
applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit and
Risk Committee concerning independence, received from the independent registered public accounting firm. To ensure the independence
of the registered public accounting firm, Ameren has instituted monitoring processes at both the internal management level and the Audit
and Risk Committee level. At the management level, the chief financial officer or the chief accounting officer is required to review and
pre-approve all engagements of the independent registered public accounting firm for any category of services, subject to the pre-approval
of the Audit and Risk Committee described below. In addition, the chief financial officer or the chief accounting officer is required to
provide to the Audit and Risk Committee at each of its meetings (except meetings held exclusively to review earnings press releases and
quarterly reports on SEC Form 10-Q) a written description of all services to be performed by the independent registered public accounting
firm and the corresponding estimated fees. The monitoring process at the Audit and Risk Committee level includes a requirement that the
Committee pre-approve the use of the independent registered public accounting firm to perform any category of services. At each Audit
and Risk Committee meeting (except meetings held exclusively to review earnings press releases and quarterly reports on SEC Form 10-
Q), the Committee receives a joint report from the independent registered public accounting firm and the chief financial officer or the chief
accounting officer concerning audit fees and fees paid to the independent registered public accounting firm for all other services rendered,
with a description of the services performed. The Audit and Risk Committee has considered whether the independent registered public
accounting firm’s provision of the services covered under the captions “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
—FEES FOR FISCAL YEARS 2011 AND 2010 — Audit-Related Fees,” “— Tax Fees” and “— All Other Fees” in this proxy statement is
compatible with maintaining the registered public accounting firm’s independence and has concluded that the registered public accounting
firm’s independence has not been impaired by their engagement to perform these services.
In reliance on the reviews and discussions referred to above, the Audit and Risk Committee recommended to the Board of
Directors that the audited financial statements be included in Ameren’s 2011 Form 10-K, for filing with the SEC.

Audit and Risk Committee:

Walter J. Galvin, Chairman

Stephen F. Brauer
Catherine S. Brune
Ellen M. Fitzsimmons

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PwC served as the independent registered public accounting firm for Ameren and its subsidiaries in 2011. PwC is an independent
registered public accounting firm with the PCAOB. Representatives of the firm are expected to be present at the Annual Meeting with the
opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

FEES FOR FISCAL YEARS 2011 AND 2010

Audit Fees
The aggregate fees for professional services rendered by PwC for (i) the audits of the consolidated annual financial statements of
Ameren included in the combined 2011 Form 10-K of Ameren and its registered subsidiaries, the annual financial statements of its
subsidiaries included in the combined 2011 Form 10-K of Ameren and its registered subsidiaries and the annual financial statements of
certain non-registered subsidiaries; (ii) the audit of Ameren’s internal control over financial reporting; (iii) the reviews of the quarterly
financial statements included in the combined Forms 10-Q of Ameren and its subsidiaries for the 2011 fiscal year; (iv) services provided in
connection with debt and equity offerings; (v) a required Department of Energy grant compliance audit; (vi) controls assessment over new
system implementations; (vii) certain accounting and reporting consultations; and (viii) certain regulatory required audits for the 2011
fiscal year, were $3,023,026.
Fees billed by PwC for audit services rendered to Ameren and its subsidiaries during the 2010 fiscal year totaled $3,535,296.

Audit-Related Fees
The aggregate fees for audit-related services rendered by PwC to Ameren and its subsidiaries during the 2011 fiscal year totaled
$531,074. Such services consisted of: (i) business decision support — $319,824; (ii) employee benefit plan audits — $205,500; and
(iii) stock transfer/registrar review — $5,750.
Fees billed by PwC for audit-related services rendered to Ameren and its subsidiaries during the 2010 fiscal year totaled
$478,252.

Tax Fees
The aggregate fees for tax services rendered by PwC to Ameren and its subsidiaries during the 2011 fiscal year totaled $50,000
for tax compliance and advice.
Fees billed by PwC for tax services rendered to Ameren and its subsidiaries during the 2010 fiscal year totaled $634,776.

All Other Fees

The aggregate fees billed to Ameren by PwC during the 2011 fiscal year for all other services rendered to Ameren and its
subsidiaries totaled $20,400 for accounting and reporting reference software and workforce benchmarking services.
Fees billed by PwC for all other services rendered to Ameren and its subsidiaries during the 2010 fiscal year totaled $175,700.

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POLICY REGARDING THE PRE-APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROVISION OF AUDIT, AUDIT-
RELATED AND NON-AUDIT SERVICES
The Audit and Risk Committee has adopted a policy to pre-approve all audit, audit-related and permissible non-audit services
provided by the independent registered public accounting firm to Ameren and its subsidiaries, except that in accordance with the
Committee’s charter, pre-approvals of non-audit services may be delegated to a single member of the Audit and Risk Committee. The
Audit and Risk Committee pre-approved under that policy 100 percent of the fees for services covered under the above captions “— Audit
Fees,” “— Audit-Related Fees” and “— All Other Fees” for fiscal years 2011 and 2010.

SHAREHOLDER PROPOSALS

Under the rules of the SEC, any shareholder proposal intended for inclusion in the proxy material for the Company’s 2013
annual meeting of shareholders must be received by the Secretary of the Company on or before November 9, 2012. We expect that the
2013 annual meeting of shareholders will be held on April 23, 2013.
In addition, under the Company’s By-Laws, shareholders who intend to submit a proposal in person at an annual meeting, or who
intend to nominate a director at an annual meeting, must provide advance written notice along with other prescribed information. In
general, such notice must be received by the Secretary of the Company at the principal executive offices of the Company not later than 60
or earlier than 90 days prior to the anniversary of the previous year’s annual meeting. The specific procedures to be used by shareholders
to recommend nominees for director are set forth in the Company’s Director Nomination Policy, a copy of which is attached hereto as
Appendix A. The specific procedures to be used by shareholders to submit a proposal in person at an annual meeting are set forth in the
Company’s By-Laws, a copy of which may be obtained upon written request to the Secretary of the Company. The chairman of the
meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance
with the procedures set forth in the Company’s By-Laws and, in the case of nominations, the Director Nomination Policy.

PROXY SOLICITATION

In addition to the use of the mails, proxies may be solicited by personal interview, by telephone, or through the Internet or other
means, and banks, brokers, nominees and other custodians and fiduciaries will be reimbursed for their reasonable out-of-pocket expenses
in forwarding soliciting material to their principals, the beneficial owners of our Common Stock. Proxies may be solicited by our directors,
officers and key employees on a voluntary basis without compensation. We will bear the cost of soliciting proxies on our behalf.
Furthermore, we have retained Laurel Hill Advisory Group, LLC, a proxy solicitation firm, to assist with the solicitation of proxies for the
Annual Meeting at an anticipated cost to the Company of approximately $10,500, plus the reimbursement of reasonable out-of-pocket
expenses.

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FORM 10-K

Our 2011 Form 10-K, including consolidated financial statements for the year ended December 31, 2011, accompanies this
proxy statement. The 2011 Form 10-K is also available on the Company’s website at http://www.ameren.com. If requested, we will
provide you copies of any exhibits to the 2011 Form 10-K upon the payment of a fee covering our reasonable expenses in furnishing the
exhibits. You can request exhibits to the 2011 Form 10-K by writing to the Office of the Secretary, Ameren Corporation, P.O. Box 66149,
St. Louis, Missouri 63166-6149.

FOR INFORMATION ABOUT THE COMPANY, INCLUDING THE COMPANY’S ANNUAL, QUARTERLY AND CURRENT REPORTS ON SEC
FORMS 10-K, 10-Q AND 8-K, RESPECTIVELY, PLEASE VISIT THE INVESTORS’ SECTION OF AMEREN’S HOME PAGE ON THE
INTERNET — HTTP://WWW.AMEREN.COM. INFORMATION CONTAINED ON THE COMPANY’S WEBSITE IS NOT INCORPORATED INTO
THIS PROXY STATEMENT OR OTHER SECURITIES FILINGS.

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APPENDIX A
Policy Regarding Nominations of Directors
The Nominating and Corporate Governance Committee (the “Committee”) has adopted the following policy (the “Director
Nomination Policy”) to assist it in fulfilling its duties and responsibilities as provided in its charter (the “Charter”). This Director
Nomination Policy may be amended and/or restated from time to time by the Committee in accordance with the Charter and as provided
herein.
1. Recommended Candidates. The Committee shall consider any and all candidates recommended as nominees for directors
to the Committee by any directors, officers, shareholders of the Company, third party search firms and other sources. Under the terms of
the Company’s By-Laws, the Committee will consider director nominations from shareholders of record who provide timely written notice
along with prescribed information to the Secretary of the Company. To be timely, the notice must be received by the Secretary at the
principal executive offices of the Company not later than 60 or earlier than 90 days prior to the anniversary of the previous year’s annual
meeting, except in the case of candidates recommended by shareholders of more than 5% of the Company’s Common Stock who may also
submit recommendations for nominations to the Committee in accordance with the procedures in Section 2 under “5% Shareholder
Recommendations” and except as otherwise provided in the Company’s By-Laws. To be in proper form, such shareholder’s notice shall set
forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) all information relating
to such person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of
proxies for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the
proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other
material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between
or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith,
on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on
the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated
under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any,
or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such provision and the
nominee were a director or executive officer of such registrant; (b) as to the shareholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination is made (i) the name and address of such shareholder, as they appear on the Company’s books, and of
such beneficial owner, (ii) (A) the class or series and number of shares of the Company which are, directly or indirectly, owned
beneficially and of record by such shareholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation
right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or
series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company,
whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or
otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder and any other direct or indirect
opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, (C) any proxy,
contract, arrangement, understanding, or relationship pursuant to which such

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shareholder has a right to vote any shares of any security of the Company, (D) any short interest in any security of the Company (for
purposes of this Director Nomination Policy a person shall be deemed to have a short interest in a security if such person directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit
derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Company owned
beneficially by such shareholder that are separated or separable from the underlying shares of the Company, (F) any proportionate interest
in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such
shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related
fees (other than an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the value of shares of the
Company or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members
of such shareholder’s immediate family sharing the same household (which information shall be supplemented by such shareholder and
beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date); and
(iii) any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the
election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder; and (c) a signed statement by the nominee agreeing that, if elected, such nominee will (i) represent all Company shareholders
in accordance with applicable law and the Company’s By-Laws, and (ii) comply with the Company’s Corporate Compliance Policy and
this Director Nomination Policy. The Company may require any proposed nominee to furnish such other information as may reasonably be
required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that
could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. Notwithstanding
anything to the contrary contained in this Director Nomination Policy, the Committee shall not consider or recommend as a nominee for
director any person who fails to meet the Director Qualification Standards set forth in the Company’s Corporate Governance Guidelines.
2. 5% Shareholder Recommendations. For purposes of facilitating disclosure required in the proxy statement, the
Committee and the Corporate Secretary shall identify any candidates recommended by shareholders owning more than 5% of the
Company’s Common Stock, and identify the shareholder making such recommendation, as provided in and to the extent required by the
federal securities laws. In addition to the procedures for shareholders to recommend nominees described in Section 1 above, shareholders
or a group of shareholders who have owned more than 5% of the Company’s Common Stock for at least one year as of the date the
recommendation was made, may recommend nominees for director who meet the Director Qualification Standards set forth in the
Company’s Corporate Governance Guidelines to the Committee provided that written notice from the shareholder(s) must be received by
the Secretary of the Company at the principal executive offices of the Company not later than 120 days prior to the anniversary of the date
the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, except as otherwise
provided in the Company’s By-Laws. To be in proper form, such shareholder’s(s’) notice shall set forth the information required in
Sections 1(a) and 1(b), include a signed statement as required in Section 1(c) and include the written consent of the shareholder’s(s’)
recommending the nominee to being identified in the Company’s proxy statement. The Company may require any proposed nominee to
furnish such other information as may reasonably be required by the Company to determine the

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eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable
shareholder’s understanding of the independence, or lack thereof, of such nominee.
3. Desired Qualifications, Qualities and Skills. The Committee shall endeavor to find individuals of high integrity who have
a solid record of accomplishment in their chosen fields and who possess the qualifications, qualities and skills to effectively represent the
best interests of all shareholders. Candidates will be 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 of Directors, the
operating requirements of the Company and the long-term interests of all shareholders. In conducting this assessment, the 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.
The Committee considers the following qualifications at a minimum to be required of any Board members in recommending to
the Board of Directors potential new Board members, or the continued service of existing members:
• the highest professional and personal ethics;
• broad experience in business, government, education or technology;
• ability to provide insights and practical wisdom based on their experience and expertise;
• commitment to enhancing shareholder value;
• sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to
a reasonable number;
• compliance with legal and regulatory requirements;
• 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; and
• independence; a majority of the Board shall consist of independent directors, as defined in this Director Nomination
Policy.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Committee may also consider
such other factors as it may deem are in the best interests of the Company and its shareholders. The 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 Securities and
Exchange Commission rules.
The Company is committed to maintaining its tradition of inclusion and diversity within the Board, and confirms that its 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 applies in the assessment and selection of all candidates.

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4. Independence. The Committee believes and it is the policy of the Company that a majority of the members of the Board
meet the definition of “independent director” set forth in this Director Nomination Policy. The Committee shall annually assess each
nominee for director by reviewing any potential conflicts of interest and outside affiliations, based on the criteria for independence set out
below.
An independent director is one who:
(1) has no material relationship with the Company, either directly or as a partner, shareholder or officer of an
organization that has a relationship with the Company;
(2) is not an employee of the Company and no member of his or her immediate family is an executive officer of the
Company;
(3) has not been employed by the Company and no member of his or her immediate family has been an executive
officer of the Company during the past three years;
(4) has not received and no member of his or her immediate family has received more than $120,000 per year in direct
compensation from the Company in any capacity other than as a director or as a pension for prior service during the past three
years;
(5) (A) is not a current partner or employee of a firm that is the Company’s internal or external auditor; (B) does not
have an immediate family member who is a current partner of the Company’s internal or external auditor; (C) does not have an
immediate family member who is a current employee of the Company’s internal or external auditor and who personally works on
the Company’s audit; and (D) within the last three years was not and no member of his or her immediate family was a partner or
employee of the Company’s internal or external auditor and personally worked on the Company’s audit within that time;
(6) is not and no member of his or her immediate family is currently, and for the past three years has not been, and no
member of his or her immediate family has been, part of an interlocking directorate in which an executive officer of the
Company serves on the compensation committee of another company that employs the director or an immediate family member
of the director;
(7) is not an executive officer or an employee, and no member of his or her immediate family is an executive officer,
of another company that makes payments to, or receives payments from, the Company for property or services in an amount
which, in any single year, exceeds the greater of $1 million, or 2% of such other company’s consolidated revenues during any of
the past three years;
(8) is free of any relationships with the Company that may impair, or appear to impair, his or her ability to make
independent judgments; and
(9) is not and no member of his or her immediate family is employed as an executive officer of a charitable
organization that receives contributions from the Company or a Company charitable trust, in an amount which exceeds the
greater of $1 million or 2% of such charitable organization’s total annual receipts.
This policy may be modified temporarily if, due to unforeseen circumstances, strict adherence would be detrimental to the
Board’s performance.

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For purposes of determining a “material relationship,” the Committee shall utilize the following standards:
1. Any payments by the Company to a director’s primary business affiliation or the primary business affiliation of an
immediate family member of a director for goods or services, or other contractual arrangements, must be made in the ordinary
course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-
affiliated persons.
2. The aggregate amount of such payments must not exceed 2% of the Company’s consolidated gross revenues;
provided, however, there may be excluded from this 2% standard payments arising from (a) competitive bids which determined
the rates or charges for the services and (b) transactions involving services at rates or charges fixed by law or governmental
authority.
For purposes of these independence standards, (i) immediate family members of a director include the director’s spouse, parents,
stepparents, children, stepchildren, siblings, mother- and father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and
anyone (other than domestic employees) who shares the director’s home and (ii) the term “primary business affiliation” means an entity of
which the director is a principal/executive officer or in which the director holds at least a 5% equity interest.
5. Nominee Evaluation Process. The Committee will consider as a candidate any director of the Company who has indicated
to the Committee that he or she is willing to stand for re-election as well as any other person who is recommended by any shareholders of
the Company in accordance with the procedures described under “Recommended Candidates” in Section 1 and under “5% Shareholder
Recommendations” in Section 2. 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 and, if fees are paid to such
persons in any year, such fees shall be disclosed in the next annual proxy statement relating to such year. The Committee may use any
process it deems appropriate for the purpose of evaluating candidates which is consistent with the policies set forth in the Charter,
Corporate Governance Guidelines and this Director Nomination Policy, which process may include, without limitation, personal
interviews, background checks, written submissions by the candidates and third party references. 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 shall be evaluated using a substantially similar
process and under no circumstances shall 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.
6. Categorize Recommendations. For purposes of facilitating disclosure required in the proxy statement, the Committee and
the Corporate Secretary shall identify and organize the recommendations for nominees received by the Committee (other than nominees
who are executive officers or who are directors standing for re-election) in accordance with one or more of the following categories of
persons or entities that recommended that nominee:
(1) a shareholder, a 5% shareholder, independent director, chief executive officer, or other executive officer of the
Company;
(2) a third-party search firm used by or on behalf of the Company; and
(3) any other specified source.

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7. Voting for Directors. Each director and each nominee for election as director shall agree, by serving as a director or by
accepting nomination for election as a director, that if while serving as a director such director is a nominee for re-election as a director at
an annual meeting of the shareholders and fails to obtain the necessary shareholder vote, as provided in the Company’s By-Laws, to be re-
elected as a director at the annual meeting, he or she shall tender his or her resignation as a director for consideration by the Committee.
The Committee shall evaluate the best interests of the Company and its shareholders and shall recommend to the Board the action to be
taken with respect to such tendered resignation.
8. Material Changes to Nomination Procedures. For purposes of facilitating disclosure required in Form 10-K and Form 10-
Q, the Committee and the Corporate Secretary shall identify any material changes to the procedures for shareholder nominations of
directors for the reporting period in which such material changes occur.
9. Posting of Policy. This Director Nomination Policy shall be posted to the Company’s website in accordance with the
Company’s Corporate Governance Guidelines.
10. Amendments to This Policy. Any amendments to this Director Nomination Policy must be approved by the Committee
and ratified by the Board.
11. Applicability to Registered Companies. This Director Nomination Policy shall apply to all Company subsidiaries which
are registered companies under the Exchange Act and that are required to file a proxy or information statement pursuant thereto, provided
that the independence requirements contained herein shall not apply to such registered companies which constitute “controlled companies”
within the meaning of NYSE listing requirements pursuant to an election by each controlled company, as permitted under NYSE listing
requirements.

Dated: February 12, 2010

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VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery
of information up until 11:59 P.M. Eastern Time on April 23, 2012. Have your
AMEREN CORPORATION proxy card in hand when you access the website and follow the instructions to
1901 CHOUTEAU AVENUE obtain your records and to create an electronic voting instruction form.
ST. LOUIS, MO 63103
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by Ameren Corporation in
mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the
Internet. To sign up for electronic delivery, please follow the instructions above
to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time on April 23, 2012. Have your proxy card in hand
when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Ameren Corporation, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M40734-P20765 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

AMEREN CORPORATION For Withhold F To withhold authority to vote for any individual nominee(s), mark
All All E “For All Except” and write the number(s) of the nominee(s) on the
The Board of Directors recommends that you
line below.
vote FOR the following:
Vote on Directors ¨ ¨
ITEM 1 The Board of Directors recommends you vote
ELECTION OF DIRECTORS—NOMINEES FOR DIRECTOR AGAINST the following proposals: For Against Abstain
ITEM 4 – SHAREHOLDER PROPOSAL ¨ ¨ ¨
01) STEPHEN F. BRAUER 07) STEVEN H. LIPSTEIN RELATING TO REPORT ON COAL
02) CATHERINE S. BRUNE 08) PATRICK T. STOKES COMBUSTION WASTE.
03) ELLEN M. FITZSIMMONS 09) THOMAS R. VOSS
04) WALTER J. GALVIN 10) STEPHEN R. WILSON ITEM 5 – SHAREHOLDER PROPOSAL ¨ ¨ ¨
05) GAYLE P.W. JACKSON 11) JACK D. WOODARD RELATING TO REPORT ON COAL-
RELATED COSTS AND RISKS.
06) JAMES C. JOHNSON
Vote on Proposals ITEM 6 – SHAREHOLDER PROPOSAL ¨ ¨ ¨
RELATING TO ASSESSMENT AND
REPORT ON GREENHOUSE GAS
The Board of Directors recommends you vote For Against A
FOR the following proposals: AND OTHER AIR EMISSIONS
REDUCTIONS.
ITEM 2 – ADVISORY APPROVAL OF ¨ ¨
THE COMPENSATION OF THE EXECUTIVES NOTE: In their discretion, the proxies are authorized to vote on such other
DISCLOSED IN THE PROXY STATEMENT. business as may properly come before the meeting or any adjournment
thereof.
ITEM 3 – RATIFICATION OF THE APPOINTMENT OF ¨ ¨
PRICEWATERHOUSECOOPERS LLP AS Each of the foregoing proposals is more fully described in the
INDEPENDENT REGISTERED PUBLIC accompanying proxy statement.
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012. This proxy will be voted as specified above. If no direction is made, this
Please indicate if you plan to attend this meeting. proxy will be voted FOR all nominees listed above and as recommended by
¨ ¨ the Board on the other items listed above.
Yes No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized
officer.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Table of Contents

ADMISSION TICKET
(Not Transferable)

AMEREN CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, April 24, 2012
9:00 a.m. CDT
Powell Symphony Hall
718 North Grand Boulevard
St. Louis, MO

Please present this admission ticket in order to gain admittance to the meeting. This ticket admits only the
shareholder listed on the reverse side and is not transferable.

FREE PARKING WILL BE AVAILABLE IN THE PARKING LOT(S) NEAR POWELL SYMPHONY
HALL. YOUR PARKING TICKET WILL BE VALIDATED AT THE REGISTRATION STATION PRIOR
TO YOUR ENTRANCE INTO THE MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting on April 24, 2012:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

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M40735-P20765

AMEREN CORPORATION
P.O. BOX 66149, ST. LOUIS, MISSOURI 63166-6149 PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2012

The undersigned hereby appoints THOMAS R. VOSS, MARTIN J. LYONS, JR. and GREGORY L.
NELSON, and any of them, each with the power of substitution, as proxy for the undersigned, to vote all
shares of capital stock of Ameren Corporation represented hereby at the Annual Meeting of Shareholders
to be held at Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on April 24, 2012 at
9:00 a.m., and at any adjournment thereof, upon all matters that may properly be submitted to a vote of
shareholders including the matters described in the proxy statement furnished herewith, subject to any
directions indicated on the reverse side of this proxy card and in their discretion on any other matter that
may be submitted to a vote of shareholders. This proxy card also provides voting instructions, if
applicable, for shares held in the DRPlus Plan and the various employee stock purchase and benefit
plans as described in the proxy statement.

Please vote, date and sign on the reverse side hereof and return this proxy card promptly in the
enclosed envelope. If you attend the meeting and wish to change your vote, you may do so automatically
by casting your ballot at the meeting.

SEE REVERSE SIDE