Edgar Filing: AMEREN CORP

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM U5S

ANNUAL REPORT

For the Year Ended December 31, 2001

Filed pursuant to the Public Utility Holding Company Act of 1935 by

AMEREN CORPORATION
1901 Chouteau Avenue, St. Louis, Missouri 63103

TABLE OF CONTENTS

Page

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 1

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 11

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 11

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 11

ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES 11

ITEM 6. OFFICERS AND DIRECTORS

Part I. Name, principal business address and positions held as of December 31,
2001 12

Part II. Financial connections as of December 31, 2001 23

Part III. Compensation and other related information 23

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 25

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS 26

Part I. Intercompany sales and service 26

Part II. Contracts to purchase services or goods between any system company 26
and affiliate

Part III. Employment of any person by any system company for the
performance on a continuing basis of management services 26

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 27

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS 27

Index to Financial Statements 27

Financial Statements Appendix B

Exhibits 28

SIGNATURES 36

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001.

Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- --------- ----- ------ ------- -------------

Ameren Corporation 3,344,343,322 3,344,343,322 Holding Company

Union Electric Co. 102,123,834 2,654,057,824 2,654,057,824 Electric & Gas Utility

Envirotech Investment (1) Energy-Related
Fund, L.L.C.

Electric Energy, Inc. 24,800 7,366,143 2,946,458 Electric

Joppa & Eastern Railroad
Company 10,000 100,000 100,000 Rail Transport

Met-South, Inc. 100 5,000 5,000 Wholesale Marketing

Midwest Electric Power, Inc. 1,000 100,000 100,000 Generating Company

Southern Materials Transfer, Inc. 10,000 1,186,190 1,186,190 Coal Terminal

Massac Enterprises, LLC (2) Purchasing Company

Union Electric Development Corp. 18,500 (22,212,048) (22,212,048) Community Develop-
ment & Energy-Related
Investments

Civic Ventures (3) Community
Investment Fund, LP Development

Lewis & Clark Industrial (4) Community
Development Corporation Development

Laclede's Landing (5) Community
Redevelopment Corp. Development

Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- --------- ----- ------ ------- -------------

Gateway National Bank (6) Community
Development

NEMO Bank Community (7) Community
Development Corporation Development

St. Louis Equity Fund 1988 (8) Community
Development

St. Louis Equity Fund 1990 (8) Community
Development

St. Louis Equity Fund 1991 (8) Community
Development

St. Louis Equity Fund 1992 (8) Community
Development

St. Louis Equity Fund 1993 (8) Community
Development

St. Louis Equity Fund 1994 (8) Community
Development

St. Louis Equity Fund 1995 (8) Community
Development

St. Louis Equity Fund 1996 (8) Community
Development

St. Louis Equity Fund 1997 (8) Community
Development

St. Louis Equity Fund 1998 (8) Community
Development

Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- --------- ----- ------ ------- -------------

St. Louis Equity Fund 1999 (8) Community
Development

St. Louis Equity Fund 2000 (8) Community
Development

St. Louis Equity Fund 2001 (8) Community
Development

St. Louis Equity Fund 2002 (8) Community
Development

Homestead Brookfield Housing (9) Community
Development

Central Illinois Public Service Company 25,452,373 563,750,659 563,750,659 Electric & Gas

Electric Energy, Inc. 12,400 7,366,144 1,473,229 Electric

Joppa & Eastern Railroad
Company 10,000 100,000 100,000 Rail Transport

Met-South, Inc. 100 5,000 5,000 Wholesale Marketing

Midwest Electric Power, Inc. 1,000 100,000 100,000 Generating Company

Southern Materials Transfer, Inc. 10,000 10,000 10,000 Coal Terminal

Massac Enterprises, LLC (2) Purchasing Company

CIPS Energy, Inc.* 100 1,000 1,000 Inactive

CIPSCO Investment Company 100 4,310,058 4,310,058 Leasing and Energy-
Related Investments

Illinois Equity Fund 1992 (10) Investments

Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- --------- ----- ------ ------- -------------

Illinois Equity Fund 1994 (10) Investments

Illinois Equity Fund 1996 (10) Investments

Illinois Equity Fund 1998 (10) Investments

Illinois Equity Fund 2000 (10) Investments

St. Louis Equity Fund 1999 (10) Investments

St. Louis Equity Fund 2000 (10) Investments

St. Louis Equity Fund 2001 (10) Investments

St. Louis Equity Fund 2002 (10) Investments

CIPSCO Venture Company 100 264,510 264,510 Civic and Economic
Development

Mattoon Enterprise Park LLC (11) Investments

MACC, LLC (12) Investments

CIPSCO Leasing Company 100 (13) 29,275,684 29,275,684 Leveraged Leases

CLC Aircraft Leasing Co. 100 (14) Equipment Leasing

CLC Leasing Co. A 100 (15) Equipment Leasing

CLC Leasing Co. B Dissolved

CLC Leasing Co. C* 100 (16) Inactive

CIPSCO Energy Company 100 6,003,233 6,003,233 Energy-Related
Investments

Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- --------- ----- ------ ------- -------------

Massac Energy LLC Dissolved

CEC-APL-G Co. Dissolved

CEC-APL-L Co. Dissolved

CEC-PGE L.P. Dissolved

CEC-PGE-G Co. Dissolved

CEC-PGE-L Co. Dissolved

CEC-PSPL L.P. Dissolved

CEC-PSPL-G Co. Dissolved

CEC-PSPL-L Co. Dissolved

CEC-MPS L.P. Dissolved

CEC-MPS-G Co. Dissolved

CEC-MPS-L Co. Dissolved

CEC-ACE L.P. Dissolved

CEC-ACE-G Co. Dissolved

CEC-ACE-L Co. Dissolved

CEC-ACLP-Co. (17) Investments

Ameren Energy, Inc. 1,000 (6,988,887) (6,988,887) Power Marketing,
Energy-Related

Ameren Services Co. 1,000 16,231,478 16,231,478 Services to Ameren
and its subsidiaries

Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- --------- ----- ------ ------- -------------

Ameren Development Company 1,000 (22,157,702) (22,157,702) Holding Company

Ameren ERC, Inc. 1,000 (422,471) (422,471) Energy-Related

Missouri Central Railroad 100,000 (7,246,609) (7,246,609) Rail Transport

Gateway Energy Systems, L.C.
and affiliates (18) Energy-Related

Ameren Energy Communications, Inc. 1,000 (17,073,207) (17,073,207) Communications-
Related

Enporion Inc. (19) E-Commerce

Ameren Energy Resources Company 1,000 262,141,962 262,141,962 Holding Company

Illinois Materials Supply Co. 1,000 (445,801) (445,801) Purchasing Company

Ameren Energy Marketing Co. 1,000 (2,773,758) (2,773,758) Wholesale and Retail
Marketing

Ameren Energy Development Co. 1,000 268,672,553 268,672,553 Generating
Facilities

Ameren Energy Generating Co. 2,000 274,380,016 274,380,016 Generating Company

Ameren Energy Fuels and Services 1,000 569,253 569,253 Fuel Purchasing
Company

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001.
(Continued)

NOTES RELATING TO VOTING POWER AND BOOK VALUE

Union Electric Company

(1) Envirotech Investment Fund, L.L.C.
Capital investments in energy-related businesses with Company
contributions amounting to $1,920,000 as of 12/31/01.

Electric Energy, Inc.

(2) Massac Enterprises, LLC
Capital contribution of $100,000 for purchasing operations within
"enterprise zones".

Union Electric Development Corporation

(3) Civic Ventures Investment Fund, LP
Investment fund to promote growth and development of small and
minority business enterprises with Company contributions amounting to
$68,667 as of 12/31/01.

(4) Lewis and Clark Industrial Development Corporation
Capital contribution in civic development as of 12/31/01 of $5,000.

(5) Laclede's Landing Redevelopment Corporation
Capital contribution in civic development as of 12/31/01 of $10,000.

(6) Gateway National Bank
Capital contribution in civic development as of 12/31/01 of $60,000.

(7) NEMO Bank Community Development Corporation
Capital contribution in civic development as of 12/31/01 of $1,000.

(8) St. Louis Equity Funds - 1988, 1990, 1991, 1992, 1993, 1994, 1995, 1996,
1997, 1998, 1999, 2000, 2001 and 2002.
Real estate investment funds, with the Company's total contributions
as of 12/31/01 of $5,369,502. Includes purchase of tax credits from
Mercantile Community Development Corporation and Federal National
Mortgage Association along with a subscription commitment as noted in
Footnote 1, Page 10. No established market value

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001.
(Continued)

(9) Homestead Brookfield Housing
Capital contribution for economic development amounting to $1,061 as
of 12/31/01.

CIPSCO Investment Company

(10) Illinois Equity Funds - 1992, 1994, 1996, 1998, and 2000 Limited
Partnerships and St. Louis Equity Funds 1999 LLC, 2000 LLC, 2001 LLC,
and 2002 LLC
Various ownership interests of not more than 20% in various limited
partnerships. Total commitment to equity funds of $6.0 million. No
established market value, book value is $2,996,161. Includes purchase
of tax credits from Mercantile Community Development Corporation and
subscription commitment for 2002 LLC as noted in Footnote 2, Page 10.

CIPSCO Venture Company holdings:

Total equity interest in the investments listed below is $264,510:

(11) Mattoon Enterprise Park, LLC
A 20% equity interest, but not the managing member, in the above named
limited liability company. No established market value.

(12) MACC, LLC
A 33.33% interest, but not the managing member, in the above named
limited liability company. No established market value.

CIPSCO Leasing Company

Total current asset book value of investments listed below is $29,275,684:

(13) A 17.5% undivided interest in a leveraged lease financing of a natural
gas liquids plant held under the subsidiary name of CIPSCO Leasing
Company.

(14) A 100% interest in a leveraged lease financing of a commercial aircraft
held under the subsidiary name CIPSCO Aircraft Leasing Company.

(15) A 25% undivided interest in a leveraged lease financing of various oil
and gas production equipment held under the subsidiary name CLC Leasing
Company A.

(16) CLC Leasing Company C established for future investment opportunities;
no current investments.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001.
(Continued)

CIPSCO Energy Company

(17) Appomattox Cogeneration L.P.
A 24.75% limited partnership interest in the above named Limited
Partnership. This investment is held in CEC-ACLP Company, a subsidiary
of CIPSCO Energy Company. Book value is $6,003,233.

Ameren ERC, Inc.

(18) Gateway Energy Systems, LLC and affiliates
A 49% interest in the above named Limited Liability Company amounting
to $2,600,847.98 as of 12/31/01.

Ameren Energy Communications, Inc.

(19) Enporion Inc.
Ameren was one of seven founding members of the above named e-commerce
company with a $3,000,000 investment as of 12/31/01.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001.
(Continued)

FOOTNOTES
---------

St. Louis Equity Fund 2001 is subscription commitment of $1,000,000 to
the real estate fund; no money as of 12/31/01 had been paid.

St. Louis Equity Fund 2002 is subscription commitment of $500,000; no
money as of 12/31/01 had been paid.

CLC Leasing Co. B filed Articles of Dissolution with the Illinois
Secretary of State on October 23, 2001

Massac Energy LLC filed Articles of Dissolution with the Illinois
Secretary of State on December 21, 2001.

CEC-APL-G Co. filed Articles of Dissolution with the Illinois
Secretary of State on December 21, 2001.

CEC-APL-L Co. filed Articles of Dissolution with the Illinois
Secretary of State on December 21, 2001.

CEC-PGE L.P. filed a Certificate of Cancellation of Limited
Partnership with the Delaware Secretary of State on October 9, 2001.

CEC-PGE-G Co. filed Article of Dissolution with the Illinois Secretary
of State on October 23, 2001.

CEC-PGE-L Co. filed Article of Dissolution with the Illinois Secretary
of State on October 23, 2001.

CEC-PSPL L.P. filed a Certificate of Cancellation of Limited
Partnership with the Delaware Secretary of State on October 9, 2001.

CEC-PSPL-G Co. filed Articles of Dissolution with the Illinois
Secretary of State on October 23, 2001.

CEC-PSPL-L Co. filed Article of Dissolution with the Illinois
Secretary of State on October 23, 2001.

CEC-MPS L.P. filed a Certificate of Cancellation of Limited
Partnership with the Delaware Secretary of State on October 9, 2001.

CEC-MPS-G Co. filed Article of Dissolution with the Illinois Secretary
of State on October 23, 2001.

CEC-MPS-L Co. filed Article of Dissolution with the Illinois Secretary
of State on October 23, 2001.

CEC-ACE L.P. filed a Certificate of Cancellation of Limited
Partnership with the Delaware Secretary of State on October 9, 2001.

CEC-ACE-G Co. filed Article of Dissolution with the Illinois Secretary
of State on October 23, 2001.

CEC-ACE-L Co. field Article of Dissolution with the Illinois Secretary
of State on October 23, 2001.

Ameren purchased 95% interest in 1999 and the remaining 5% interest in
2001.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

None.

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES

A. Central Illinois Public Service Company - Debt Issuance

1. Issuance of $150 million fall-away First Mortgage Bonds, 6.625% due
June 15, 2011. Issued on June 6, 2001.

B. Ameren Corporation - Guarantees

1. The registrant and its utility affiliates are self-insured for
Worker's Compensation Insurance and the Parent (Ameren Corporation)
guarantees the payment of outstanding claims of subsidiaries (the
"Reserve"). At 12/31/01 the Reserve amounted to $19,307,906. The
highest amount outstanding at any time during the year cannot be
readily determined.

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

A. Central Illinois Public Service Company - Debt Retirements

1. On March 15, 2001, this system company retired, with cash, upon
maturity its $5 million principal amount 6.83% Series 97-1 First
Mortgage Bonds, Medium-Term Notes.

2. On June 1, 2001, this system company retired, with cash, upon maturity
its $20 million principal amount 6.73% Series 97-2 First Mortgage
Bonds, Medium-Term Notes.

3. On September 15, 2001, this system company retired, with cash, upon
maturity its $5 million principal amount 6.89% Series 97-1 First
Mortgage Bonds, Medium-Term Notes.

ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES

None.

ITEM 6. OFFICERS AND DIRECTORS - PART l.

The positions of officers and director of all system companies as of December
31, 2001 were as follows:

NAME AND ADDRESS POSITION

AMEREN CORPORATION

WARNER L. BAXTER ST. LOUIS, MO SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO SVP
WILLIAM E. CORNELIUS ST. LOUIS, MO D
BAXTER GILLETTE ST. LOUIS, MO VP
CLIFFORD L. GREENWALT SPRINGFIELD, IL D
THOMAS A. HAYS ST. LOUIS, MO D
THOMAS H. JACOBSEN ST. LOUIS, MO D
RICHARD A. LIDDY ST. LOUIS, MO D
GORDON R. LOHMAN CHICAGO, IL D
RICHARD A. LUMPKIN MATTOON, IL D
MARTIN J. LYONS ST. LOUIS, MO C
JOHN PETERS MACCARTHY ST. LOUIS, MO D
HANNE M. MERRIMAN WASHINGTON, DC D
PAUL L. MILLER, JR. ST. LOUIS, MO D
CHARLES W. MUELLER ST. LOUIS, MO D, CM & CEO
GARY L. RAINWATER ST. LOUIS, MO P, COO
HARVEY SALIGMAN ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
JANET MCAFEE WEAKLEY ST. LOUIS, MO D
JAMES W. WOGSLAND HAYDEN LAKE, ID D

Footnotes
---------
Warner L. Baxter elected SVP August 30, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.
Baxter Gillette elected VP October 12, 2001.
Thomas Jacobsen elected D April 24, 2001.
Martin J. Lyons appointed C October 22, 2001.
Gary L. Rainwater elected P and COO August 30, 2001.

UNION ELECTRIC COMPANY

RONALD D. AFFOLTER ST. LOUIS, MO VP
PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO D, SVP
WILLIAM J. CARR ST. LOUIS, MO VP
DANIEL F. COLE ST. LOUIS, MO SVP
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL J. MONTANA ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D, CM & CEO
CHARLES D. NASLUND ST. LOUIS, MO VP
GARY L. RAINWATER ST. LOUIS, MO D, P & COO

GARRY L. RANDOLPH ST. LOUIS, MO SVP
WILLIAM C. SHORES ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
THOMAS R. VOSS ST. LOUIS, MO D, SVP
DAVID A. WHITELEY ST. LOUIS, MO SVP

Footnotes
---------
Paul Agathen elected SVP October 12, 2001.
Warner L. Baxter elected SVP August 30, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.
Martin J. Lyons appointed C October 22, 2001.
Charles W. Mueller elected CM August 30, 2001.
Gary L. Rainwater elected P & COO August 30, 2001.
Thomas R. Voss elected D October 25, 2001.
David A. Whiteley elected SVP August 30, 2001.

ELECTRIC ENERGY, INC.

JESSON A. BRADSHAW HOUSTON, TX D
DANIEL F. COLE ST. LOUIS, MO D
RICHARD W. EIMER, JR. DECATUR, IL D
JAMES M. HELM JOPPA, IL S, T
R. ALAN KELLEY ST. LOUIS, MO D, CM
CHARLES D. NASLUND ST. LOUIS, MO D
ROBERT L. POWERS JOPPA, IL P
GARY L. RAINWATER ST. LOUIS, MO D
WILLIAM SHEPPARD JOPPA, IL VP
A. ROGER SMITH LOUISVILLE, KY D
PAUL W. THOMPSON LOUISVILLE, KY D
DAVID A. WHITELEY ST. LOUIS, MO D

UNION ELECTRIC DEVELOPMENT CORPORATION

PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO D, VP & T
DONALD E. BRANDT ST. LOUIS, MO D, VP & C
MARTIN J. LYONS ST. LOUIS, MO C
GARY L. RAINWATER ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO D, VP & S

Footnotes
---------
Warner L. Baxter elected SVP August 30, 2001 and D October 25, 2001.
Jerre E Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.
Martin J. Lyons appointed C October 22, 2001.
Gary L. Rainwater elected P October 12, 2001 and D October 25, 2001.

ST. LOUIS EQUITY FUND 1988, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997,
1998, 1999, 2000, 2001

DONALD E. BRANDT ST. LOUIS, MO CM

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO SVP
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL J. MONTANA ST. LOUIS, MO VP
GILBERT W. MOORMAN SPRINGFIELD, IL VP
CHARLES W. MUELLER ST. LOUIS, MO D
CRAIG D. NELSON ST. LOUIS, MO VP
GARY L. RAINWATER ST. LOUIS, MO D, P & CEO
GARY L. RANDOLPH ST. LOUIS, MO SVP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
THOMAS R. VOSS ST. LOUIS, MO D, SVP
DAVID A. WHITELEY ST. LOUIS, MO SVP

Footnotes
---------
Paul A. Agathen elected SVP October 12, 2001.
Warner L. Baxter elected SVP August 30, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.
Daniel F. Cole elected SVP October 12, 2001.
Martin J. Lyons appointed Controller October 22, 2001.
Gary L. Randolph elected SVP October 12, 2001.
Thomas R. Voss elected D October 25, 2001.
David A. Whiteley elected SVP October 12, 2001.

CIPS ENERGY, INC.

GARY L. RAINWATER ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO D, VP, S & T

CIPSCO INVESTMENT COMPANY

WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, CH, P
DONALD E. BRANDT ST. LOUIS, MO D
MARTIN J. LYONS ST. LOUIS, M C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S

Footnotes
---------
Warner L. Baxter elected D October 23, 2001.
Donald E. Brandt resigned August 29, 2001.
Martin J. Lyons appointed C October 22, 2001.
Carlin C. Scanlan elected T August 1, 2001.

CIPSCO SECURITIES COMPANY

WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P & CEO

DONALD E. BRANDT ST. LOUIS, MO D
MARTIN J. LYONS ST. LOUIS, MO D, C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S

Footnotes
---------
Warner L. Baxter elected D October 23, 2001.
Donald E. Brandt resigned August 29, 2001.
Martin J. Lyons appointed C & elected D October 23, 2001.
Carlin C. Scanlan elected T August 1, 2001.

CIPSCO VENTURE COMPANY

WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P & CEO
DONALD E. BRANDT ST. LOUIS, MO D
MARTIN J. LYONS ST. LOUIS, MO D, C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S

MATTOON ENTERPRISES PARK LLC

LEE R. NICKLOY ST. LOUIS, MO D

MACC, LLC

LEE R. NICKLOY ST. LOUIS, MO D

ILLINOIS EQUITY FUND 1992, 1994, 1996, 1998, 2000

LEE R. NICKLOY ST. LOUIS, MO D

CIPSCO LEASING COMPANY

WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P & CEO
DONALD E. BRANDT ST. LOUIS, MO D
MARTIN J. LYONS ST. LOUIS, MO D, C

LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S

CLC AIRCRAFT LEASING CO.

CLC LEASING CO. A

WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P, & CEO
DONALD E. BRANDT ST. LOUIS, MO D
MARTIN J. LYONS ST. LOUIS, MO D, C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S

CLC LEASING CO. B - Corporation dissolved on 10/23/01, therefore no
officers/directors listed.

CLC LEASING CO. C

WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S

CIPSCO ENERGY COMPANY

WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, P & CEO
DONALD E. BRANDT ST. LOUIS, MO D
MARTIN J. LYONS ST. LOUIS, MO C
LEE R. NICKLOY ST. LOUIS, MO D, VP
CARLIN C. SCANLAN ST. LOUIS, MO T
STEVEN R. SULLIVAN ST. LOUIS, MO S

CEC-APL-G CO. - Corporation dissolved on 12/21/01, therefore no
officers/directors listed.

CEC-APL-L CO. - Corporation dissolved on 12/21/01, therefore no
officers/directors listed.

CEC-PGE-G CO. - Corporation dissolved on 10/23/01, therefore no
officers/directors listed.

CEC-PSPL-G CO. - Corporation dissolved on 10/23/01, therefore no
officers/directors listed.

CEC-PSPL-L CO. - Corporation dissolved on 10/23/01, therefore no
officers/directors listed.

CEC-MPS-G CO. - Corporation dissolved on 10/23/01, therefore no
officers/directors listed.

CEC-MPS-L CO. - Corporation dissolved on 10/23/01, therefore no
officers/directors listed.

CEC-ACE-G CO. - Corporation dissolved on 10/23/01, therefore no
officers/directors listed.

CEC-ACE-L CO. - Corporation dissolved on 10/23/01, therefore no
officers/directors listed.

CEC-ACLP- CO.

Footnotes
---------
Warner L. Baxter elected D October 23, 2001.

Donald E. Brandt resigned August 29, 2001.
Martin J. Lyons appointed C & elected D October 23, 2001.
Carlin C. Scanlan elected T August 1, 2001.

AMEREN ENERGY, INC.

PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D
DONALD E. BRANDT ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP & T
DANIEL F. COLE ST. LOUIS, MO D
BAXTER A. GILLETTE ST. LOUIS, MO VP
CLARENCE J. HOPF ST. LOUIS, MO SVP
ELIZABETH E. LAHM ST. LOUIS, MO VP
J.K. JOHNSON ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D
GARY L. RAINWATER ST. LOUIS, MO D
BRIAN RETTENMAIER ST. LOUIS, MO C
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
JAMES F. WHITESIDES ST. LOUIS, MO PEO, P

Footnotes
---------
Warner L. Baxter elected D October 25, 2001.
Donald E. Brandt resigned August 29, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Clarence J. Hopf elected SVP February 1, 2001.
Elizabeth E. Lahm elected VP February 1, 2001.
J. K. Johnson elected VP February 1, 2001.

AMEREN SERVICES CO.

PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO D, SVP
CHARLES A. BREMER ST. LOUIS, MO VP
WILLIAM J. CARR ST. LOUIS, MO VP
DANIEL F. COLE ST. LOUIS, MO SVP
JIMMY L. DAVIS ST. LOUIS, MO VP
BAXTER A. GILLETTE ST. LOUIS, MO VP
JEAN M. HANNIS ST. LOUIS, MO VP
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL J. MONTANA ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D, CM
MICHAEL G. MUELLER ST. LOUIS, MO VP
CRAIG D. NELSON ST. LOUIS, MO VP
GREGORY L. NELSON ST. LOUIS, MO VP
GARY L. RAINWATER ST. LOUIS, MO D, P & COO
J. KAY SMITH ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
DAVID A. WHITELEY ST. LOUIS, MO SVP
SAMUEL E. WILLIS ST. LOUIS, MO VP
THOMAS R. VOSS ST. LOUIS, MO D, SVP
RONALD C. ZDELLAR ST. LOUIS, MO VP

Footnotes
---------
Warner L. Baxter elected D & SVP August 30, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.
Baxter A. Gillette elected VP October 12, 2001.
Martin J. Lyons appointed C October 22, 2001.
Charles W. Mueller elected CM August 30, 2001.
Gary L. Rainwater elected P & COO August 30, 2001.
David A. Whiteley elected SVP August 30, 2001.
Thomas R. Voss elected D October 25, 2001.

AMEREN DEVELOPMENT COMPANY

PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO D, SVP
DANIEL F. COLE ST. LOUIS, MO D
MARTIN J. LYONS ST. LOUIS, MO C
GARY L. RAINWATER ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S

Footnotes
---------
Warner L. Baxter elected SVP August 30, 2001 & D October 25, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.
Martin J. Lyons appointed C October 22, 2001.
Gary L. Rainwater elected D October 12, 2001.

AMEREN ERC, INC.

PAUL A. AGATHEN ST. LOUIS, MO D, SVP
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO D, SVP
DANIEL F. COLE ST. LOUIS, MO D, P
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL G. MUELLER ST. LOUIS, MO VP
GARY L. RAINWATER ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S

GATEWAY ENERGY SYSTEMS, L.C. AND AFFILIATES

DONALD E. BRANDT ST. LOUIS, MO D

AMEREN ENERGY COMMUNICATIONS, INC.

PAUL A. AGATHEN ST. LOUIS, MO D

WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D, P
GARY L. RAINWATER ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S

Footnotes
---------
Warner L. Baxter elected D October 25, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.

AMEREN ENERGY RESOURCES COMPANY

PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D
DONALD E. BRANDT ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO D, P
R. ALAN KELLEY ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S

Footnotes
---------
Warner L. Baxter elected D October 25, 2001.
Donald E. Brandt resigned August 29, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Daniel F. Cole elected P August 30, 2001.

MISSOURI CENTRAL RAILROAD

PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D
R. ALAN KELLEY ST. LOUIS, MO D
MICHAEL G. MUELLER ST. LOUIS, MO D
ROBERT K. NEFF ST. LOUIS, MO P
STEVEN R. SULLIVAN ST. LOUIS, MO D, VP, GC & S

ILLINOIS MATERIALS SUPPLY CO.

PAUL AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D, P
R. ALAN KELLEY ST. LOUIS, MO VP
GREGORY L. NELSON ST. LOUIS, MO VP
MICHAEL J. MONTANA ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
DAVID A. WHITELEY ST. LOUIS, MO SVP

Footnotes
---------
Warner L. Baxter elected D October 25, 2001.

Jerre E. Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.
Daniel F. Cole elected P August 30, 2001.
David A. Whiteley elected SVP October 12, 2001.

AMEREN ENERGY MARKETING COMPANY

PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D, P
ANDREW M. SERRI ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S

Footnotes
---------
Warner L. Baxter elected D October 23, 2001.
Jerre E Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.
Daniel F. Cole elected P August 30, 2001.

AMEREN ENERGY DEVELOPMENT COMPANY

PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DANIEL F. COLE ST. LOUIS, MO P
R. ALAN KELLEY ST. LOUIS, MO D, VP
ROBERT L. POWERS ST. LOUIS, MO VP
JERRY L. SIMPSON SPRINGFIELD, IL VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
JAMES F. WHITESIDES ST. LOUIS, MO VP

Footnotes
---------
Jerre E. Birdsong elected VP October 12, 2001.
Daniel F. Cole elected P August 30, 2001.
Robert L. Powers elected VP April 3, 2001.

AMEREN ENERGY GENERATING COMPANY

PAUL A. AGATHEN ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
WARNER L. BAXTER ST. LOUIS, MO D, SVP
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D, P
R. ALAN KELLEY ST. LOUIS, MO SVP
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL J. MONTANA ST. LOUIS, MO VP
ROBERT L. POWERS ST. LOUIS, MO VP
GARY L. RANDOLPH ST. LOUIS, MO SVP
JERRY L. SIMPSON SPRINGFIELD, IL VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
THOMAS R. VOSS ST. LOUIS, MO SVP
DAVID A. WHITELEY ST. LOUIS, MO SVP

Footnotes
---------
Paul Agathen elected SVP October 12, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Warner L. Baxter elected SVP August 30, 2001 & D October 25, 2001.
Donald E. Brandt resigned August 29, 2001.
Daniel F. Cole elected P August 30, 2001.
Martin J. Lyons appointed C October 22, 2001.
Gary L. Randolph elected SVP October 12, 2001.
Thomas R. Voss elected SVP October 12, 2001.
David A. Whiteley elected SVP October 12, 2001.

AMEREN ENERGY FUELS AND SERVICES COMPANY

PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO VP, T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D, P
MARTIN J. LYONS ST. LOUIS, MO C
MICHAEL G. MUELLER ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S

Footnotes
---------
Warner L. Baxter elected SVP August 30, 2001 & D October 25, 2001.
Jerre E. Birdsong elected VP October 12, 2001.
Donald E. Brandt resigned August 29, 2001.
Daniel F. Cole elected P August 30, 2001.
Martin J. Lyons appointed C October 22, 2001.

JOPPA & EASTERN RAILROAD COMPANY

T. RICHARD MAGER CARBONDALE, IL P
JOHN S. RENDLEMAN CARBONDALE, IL S

MET-SOUTH, INC.

T. RICHARD MAGER CARBONDALE, IL P
JOHN S. RENDLEMAN CARBONDALE, IL VP, S
JAMES M. HELM JOPPA, IL T

MIDWEST ELECTRIC POWER, INC.

T. RICHARD MAGER CARBONDALE, IL P
JOHN S. RENDLEMAN CARBONDALE, IL S, T

SOUTHERN MATERIALS TRANSFER, INC.

T. RICHARD MAGER CARBONDALE, IL P
JEFF BERKBIGLER CARBONDALE, IL S
JAMES M. HELM JOPPA, IL T

NOTE: Positions are indicated above by the following symbols:

C -- Controller
CEO -- Chief Executive Officer
CM -- Chairman
COO -- Chief Operating Officer
D -- Director
GC -- General Counsel
P -- President
PEO -- Principal Executive Officer
S -- Secretary
SVP -- Senior Vice President
T -- Treasurer
VP -- Vice President

ITEM 6. OFFICERS AND DIRECTORS - PART ll.

Financial Connections - The following is a list, as of December 31, 2001, of all
officers and directors of each system company who have financial connections
within the provisions of Section 17(c) of the Public Utility Holding Company Act
of 1935.

Position
Held in Applicable
Name of Officer Financial Exemption
or Director Name and Location of Financial Institution Institution Rules
(1) (2) (3) (4)
--------------- ------------------------------------------ ----------- ----------

AMEREN CORPORATION

Richard A. Lumpkin First Mid-Illinois Bancshares Inc. Director Rule 70(a)
First Mid-Illinois Bank & Trust NA Director Rule 70(a)

Thomas H. Jacobsen U.S. Bancorporation Director Rule 70(a)

ITEM 6. OFFICERS AND DIRECTORS - PART lll.

(a) and (b) Directors' and Executive Officers' Compensation and Security
Interests.

Information concerning directors, the chief executive officer and the four other
most highly compensated executive officers (as defined by regulations of the
Securities and Exchange Commission) of Ameren Corporation System companies is
incorporated by reference to "Item (1): Election of Directors", "Security
Ownership of Management" and "Executive Compensation" in Ameren Corporation's
2002 definitive proxy statement (File No. 001-14756, a copy of which is included
as Exhibit A.5 to this Form U5S.

None.

(d) Indebtedness of Directors or Executive Officers to System Companies.

None.

(e) Directors' and Executive Officers' Participation in Bonus and Profit-Sharing
Arrangements and Other Benefits.

Information concerning directors, the chief executive officer and the four other
most highly compensated executive officers (as defined by regulations of the
Securities and Exchange Commission) of Ameren Corporation System companies is
incorporated by reference to "Item (1): Election of Directors" and "Executive
Compensation" in Ameren Corporation's 2002 definitive proxy statement (File No.
001-14756), a copy of which is included as Exhibit A.5 to this Form U5S.

(f) Directors' and Executive Officers' rights to Indemnity.

The state laws under which each of the System companies is incorporated provide
broadly for indemnification of directors and officers against claims and
liabilities against them in their capacities as such. Each of the System
companies' charters or by-laws also provides for indemnification of directors
and officers. In addition, directors and executive officers of the System
companies are insured under directors' and officers' liability policies issued
by Great American Insurance Company, Reliance National Insurance Company, Gulf
Insurance Company and Executive Risk Indemnity, Inc. The policies are for the
period January 1, 1998 to March 1, 2003. Ameren Corporation has entered into a
standard form of indemnity agreement with each of its directors and officers.

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

1. Political
---------

Central Illinois Public Service Company (d/b/a AmerenCIPS), by authorization of
its Board of Directors, matched employee and retiree contributions made to the
AmerenCIPS Political Action Committee (PAC) in the amount of $40,000. The
AmerenCIPS PAC is a political action committee established in accordance with
the laws of the state of Illinois for the sole purpose of supporting state and
local political candidates in the state of Illinois. The $40,000 matching
contribution to the AmerenCIPS PAC was made and reported in accordance with
Illinois law.

Union Electric Company (d/b/a AmerenUE), by authorization of its Board of
Directors, matched employee contributions made to the AmerenUE Political Action
Committee (PAC) in the amount of $43,800.77. The AmerenUE PAC is a continuing
committee established in accordance with the laws of the state of Missouri for
the sole purpose of supporting state and local political candidates in the state
of Missouri. The $43,800.77 matching contribution to the AmerenUE PAC was made
and reported in accordance with Missouri Law.

2. Citizens Groups
---------------

None for Illinois

None for Missouri
25

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS

Part I. Contracts for services, including engineering or construction services,
or goods supplied or sold between System companies are as follows:

Calendar Year 2001
Compensation
Nature of Transactions Company Performing Service Company Receiving Service (4)
(1) (2) (3) (in thousands)

Coal Sales AmerenUE AmerenERC, Inc. $66
Equipment Sales AmerenUE AmerenCIPS 905
Labor Studies AmerenUE Ameren Development Company 505
Materials and Supplies Illinois Materials Supply Company AmerenUE 19,769
Materials and Supplies Illinois Materials Supply Company AmerenCIPS 84
Misc. Services AmerenEnergy Inc. AmerenEnergy Marketing Company 760
Misc. Services AmerenEnergy Fuels & Services AmerenCIPS 481
Misc. Services AmerenUE Ameren Corporation 2
Misc. Services AmerenCIPS Illinois Materials Supply Company 5
Misc. Services AmerenUE AmerenERC, Inc. 5
Misc. Services AmerenUE AmerenEnergy Marketing Company 65
Misc. Services AmerenUE Ameren Development Company 34
Misc. Services AmerenUE AmerenEnergy Communications, Inc. 91
Misc. Services AmerenUE AmerenEnergy Fuels & Services 254
Misc. Services AmerenEnergy Fuels & Services AmerenUE 2,239
Misc. Services AmerenUE AmerenEnergy Resources Company 43
Misc. Services AmerenEnergy Resources Company AmerenUE 9
Misc. Services AmerenCIPS AmerenEnergy Marketing Company 1
Misc. Services AmerenEnergy Resources Company AmerenCIPS 47
Misc. Services AmerenCIPS AmerenUE 331
Misc. Services AmerenUE AmerenCIPS 7,307
Misc. Services Union Electric Development AmerenUE 304
Corporation
Misc. Services AmerenUE Illinois Materials Supply Company 10
Transmission Services AmerenEnergy Inc. AmerenEnergy Marketing Company 1,284
Transmission Services AmerenEnergy Marketing Company AmerenEnergy, Inc. 29
Transmission Services AmerenUE AmerenEnergy Marketing Company 2,208
Transmission Services AmerenCIPS AmerenEnergy Marketing Company 1,937

Two service agreements were entered into during 2001 and remained in effect as of December 31, 2001:
Services agreement dated April 5, 2001, between AmerenEnergy Fuels & Services, AmerenCIPS, and AmerenUE.
Services agreement dated December 31, 2001, between AmerenEnergy Fuels & Services and Electric Energy, Inc.

Part II. None.
Part III. None.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

Filed confidentially as Appendix A and on Form SE.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS

Filed confidentially as Appendix B on Form SE.

NOTES TO FINANCIAL STATEMENTS

Ameren Corporation Reference is made to "Notes to Consolidated Financial Statements"
contained on pages 34 through 50 in the Ameren 2001 Annual Report
to Shareholders, which information is incorporated by reference.

Union Electric Reference is made to "Notes to Financial Statements" contained on
pages 28 through 43 in the Union Electric 2001 Annual Report, which
information is incorporated by reference.

Central Illinois Public Service Reference is made to "Notes to Financial Statements" contained on
pages 23 through 35 in the Central Illinois Public Service 2001
Annual Report, which information is incorporated by reference.

Ameren Energy Generating Reference is made to "Notes to Financial Statements" contained on
pages 38 through 51 in the Ameren Energy Generating 2001 Annual
Report, which information is incorporated by reference.

EXHIBITS

The following exhibits are incorporated by reference to the indicated SEC file
number, unless a single asterisk appears next to the exhibit reference. A single
asterisk indicates exhibits which are filed herewith.

EXHIBIT
NUMBER DESCRIPTION

A. ANNUAL REPORTS FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

A.1 2001 Annual Report on Form 10-K for Ameren Corporation. (File No.
001-14756)

A.2 2001 Annual Report on Form 10-K for Central Illinois Public
Service Company. (File No. 001-03672)

A.3 2001 Annual Report on Form 10-K for Union Electric Company. (File
No. 001-02967)

A.4 2001 Annual Report on Form 10-K for Ameren Energy Generating
Company. (File No. 333-56594)

*A.5 2002 Proxy Statement of Ameren Corporation. (File No. 001-14756)

A.6 2002 Proxy Statement of Central Illinois Public Service Company.
(File No. 001-03672)

A.7 2002 Proxy Statement of Union Electric Company. (File No.
001-02967)

B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS,
AND OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION

AMEREN CORPORATION

B1.1 Agreement and Plan of Merger, dated as of August 11, 1995, by and
among Ameren Corporation (the Company), CIPSCO Incorporated,
Union Electric Company d/b/a AmerenUE (AmerenUE), and Arch Merger
Inc. (June 30, 1995 Form 10-Q/A (Amendment No. 1), Exhibit 2(a)).

B1.2 Restated Articles of Incorporation of the Company (File No.
33-64165, Annex F).

B1.3 Certificate of Amendment to the Restated Articles of
Incorporation filed with the Secretary of State of the State of
Missouri on December 14, 1998 (1998 Form 10-K, Exhibit 3(i)).

B1.4 By-Laws of the Company as amended to December 31, 1997 (1997 Form
10-K, Exhibit 3(ii)).

UNION ELECTRIC COMPANY

B2.1 Restated Articles of Incorporation of the Company, as filed with
the Secretary of State of the State of Missouri (1993 Form 10-K,
Exhibit 3(i)).

B2.2 By-Laws of the Company as amended to August 23, 2001 (September
30, 2001 Form 10-Q, Exhibit 3(ii)).

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

B3.1 Restated Articles of Incorporation of Central Illinois Public
Service Company d/b/a AmerenCIPS' (March 31, 1994 Form 10-Q,
Exhibit 3(b)).

B3.2 By-Laws of the Company as amended effective August 26, 1999
(September 30, 1999 Form 10-Q, Exhibit 3(ii)).

B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND
OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION (Continued)

AMEREN ENERGY GENERATING COMPANY

B4.1 Articles of Incorporation of Ameren Energy Generating Company,
filed March 2, 2000 (incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-4 (Commission File
No. 333-56594)).

B4.2 Amendment to Articles of Incorporation of the Company, filed
April 19, 2000 (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-4 (Commission File No.
333-56594)).

B4.3 By-Laws of the Company (incorporated by reference to Exhibit 3.3
to the Company's Registration Statement on Form S-4 (Commission
File No. 333-56594)).

AMEREN ENERGY RESOURCES COMPANY (AMEREN INTERMEDIATE HOLDING CO.)

B5.1 Articles of Incorporation of the Company filed September 3, 1999
(1999 U5S, Exhibit B.1).

B5.2 Articles of Amendment filed March 2, 2000 (1999 U5S, Exhibit
B.1).

B5.3 By-Laws of the Company effective September 15, 1999 (1999 U5S,
Exhibit B.1).

MISSOURI CENTRAL RAILROAD COMPANY

B6.1 Certificate of Incorporation of the Company filed June 6, 1997
(2000 U5S, Exhibit B.1).

B6.2 Certificate of Amendment of the Company dated October 19, 1999
(2000 U5S, Exhibit B.1).

B6.3 Amended and Restated By-Laws of the Company dated September 30,
1999 (2000 U5S, Exhibit B.1).

ENPORION, INC.

B7.1 Amended and Restated Certificate of Incorporation of the Company
filed November 6, 2000 (2000 U5S, Exhibit B.2).

B7.2 Amended and Restated By-Laws of the Company dated November 6,
2000 (2000 U5S, Exhibit B.2).

ILLINOIS MATERIALS SUPPLY CO.

B8.1 Articles of Incorporation of the Company filed January 20, 2000
(2000 U5S, Exhibit B.3).

B8.2 By-Laws of the Company dated January 20, 2000 (2000 U5S, Exhibit
B.3).

AMEREN ENERGY MARKETING COMPANY

B9.1 Articles of Incorporation of the Company filed March 2, 2000
(2000 U5S, Exhibit B.4).

B9.2 By-Laws of the Company dated March 2, 2000 (2000 U5S, Exhibit
B.4).

B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND
OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION (Continued)

AMEREN ENERGY DEVELOPMENT COMPANY

B10.1 Articles of Incorporation of the Company filed March 27, 2000
(2000 U5S, Exhibit B.5).

B10.2 Articles of Amendment of the Company filed April 19, 2000 (2000
U5S, Exhibit B.5).

B10.3 Amended By-Laws of the Company dated March 27, 2000 (2000 U5S,
Exhibit B.5).

AMEREN ENERGY GENERATING COMPANY

B11.1 Articles of Incorporation of the Company filed March 2, 2000
(2000 U5S, Exhibit B.6).

B11.2 By-Laws of the Company dated March 2, 2000 (2000 U5S, Exhibit
B.6).

AMEREN ENERGY FUELS AND SERVICES COMPANY

B12.1 Articles of Incorporation of the Company filed September 18, 2000
(2000 U5S, Exhibit B.7).

B12.2 By-Laws of the Company dated September 18, 2000 (2000 U5S,
Exhibit B.7).

C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES

AMEREN CORPORATION

C1.1 Agreement, dated as of October 9, 1998, between the Company and
EquiServe Trust Company, N.A. (as successor to First Chicago
Trust Company of New York), as Rights Agent, which includes the
form of Certificate of Designation of the Preferred Shares as
Exhibit A, the form of Rights Certificate as Exhibit B and the
Summary of Rights as Exhibit C (October 14, 1998 Form 8-K,
Exhibit 4).

C1.2 Indenture of the Company with The Bank of New York, as Trustee,
relating to senior debt securities dated as of December 1, 2001
(the Company's Senior Indenture) (File No. 333-81774, Exhibit
4.5).

C1.3 Company order relating to $150,000,000 Floating Rate Notes due
December 12, 2003 issued under the Company's Senior Indenture
(including the forms of notes) (File No. 333-81774, Exhibit 4.6).

C1.4 Company order relating to $100,000,000 5.70% Notes due February
1, 2007 issued under the Company's Senior Indenture (including
the forms of notes) (File No. 333-81774, Exhibit 4.7).

C1.5 Company order relating to $345,000,000 Notes due May 15, 2007
issued under the Company's Senior Indenture (including the forms
of notes and certificate of normal unit) (File No. 333-81774,
Exhibit 4.8).

C1.6 Purchase Contract Agreement dated as of March 1, 2002 between the
Company and The Bank of New York, as purchase contract agent,
relating to the 13,800,000 9.75% Adjustable Conversion-Rate
Equity Security Units (Equity Security Units) (File No.
333-81774, Exhibit 4.15).

C1.7 Pledge Agreement dated as of March 1, 2002 among the Company, The
Bank of New York, as purchase contract agent and BNY Trust
Company of Missouri, as collateral agent, custodial agent and
securities intermediary, relating to the Equity Security Units
(File No. 333-81774, Exhibit 4.16).

C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(Continued)

UNION ELECTRIC COMPANY

C2.1 Order of the Securities and Exchange Commission dated October 16,
1945 in File No. 70-1154 permitting the issue of Preferred Stock,
$3.70 Series (File No. 2-27474, Exhibit 3-E).

C2.2 Order of the Securities and Exchange Commission dated April 30,
1946 in File No. 70-1259 permitting the issue of Preferred Stock,
$3.50 Series (File No. 2-27474, Exhibit 3-F).

C2.3 Order of the Securities and Exchange Commission dated October 20,
1949 in File No. 70-2227 permitting the issue of Preferred Stock,
$4.00 Series (File No. 2-27474, Exhibit 3-G).

C2.4 Indenture of Mortgage and Deed of Trust of the Company dated June
15, 1937 (Mortgage), as amended May 1, 1941, and Second
Supplemental Indenture dated May1, 1941 (File No. 2-4940, Exhibit
B-1).

C2.5 Supplemental Indentures to Mortgage

Dated as of File Reference Exhibit No.

April 1, 1971 Form 8-K, April 1971 6
February 1, 1974 Form 8-K, February 1974 3
July 7, 1980 2-69821 4.6
December 1, 1991 33-45008 4.4
December 4, 1991 33-45008 4.5
January 1, 1992 Form 10-K, 1991 4.6
October 1, 1992 Form 10-K, 1992 4.6
December 1, 1992 Form 10-K, 1992 4.7
February 1, 1993 Form 10-K, 1992 4.8
May 1, 1993 Form 10-K, 1993 4.6
August 1, 1993 Form 10-K, 1993 4.7
October 1, 1993 Form 10-K, 1993 4.8
January 1, 1994 Form 10-K, 1993 4.9
February 1, 2000 Form 10-K, 2000 4.1

C2.6 Indenture (for unsecured subordinated debt securities) of the
Company dated as of December 1, 1996 (1996 Form 10-K, Exhibit
4.36).

C2.7 Loan Agreement dated as of December 1, 1991 between the State
Environmental Improvement and Energy Resources Authority and the
Company, together with Indenture of Trust dated as of December 1,
1991 between the Authority and Mercantile Bank of St. Louis,
N.A., as trustee (1992 Form 10-K, Exhibit 4.37).

C2.8 Loan Agreement dated as of December 1, 1992, between the State
Environmental Improvement and Energy Resources Authority and the
Company, together with Indenture of Trust dated as of December 1,
1992 between the Authority and Mercantile Bank of St. Louis,
N.A., as trustee (1992 Form 10-K, Exhibit 4.38).

C2.9 Fuel Lease dated as of February 24, 1981 between the Company, as
lessee, and Gateway Fuel Company, as lessor, covering nuclear
fuel (1980 Form 10-K, Exhibit 10.20).

C2.10 Amendments to Fuel Lease dated as of May 8, 1984 and October 15,
1984, respectively, between the Company, as lessee, and Gateway
Fuel Company, as lessor, covering nuclear fuel (Registration No.
2-96198, Exhibit 4.28).

C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES

UNION ELECTRIC COMPANY (Continued)

C2.11 Amendment to Fuel Lease dated as of October 15, 1986 between the
Company, as lessee, and Gateway Fuel Company, as lessor, covering
nuclear fuel (September 30, 1986 Form 10-Q, Exhibit 4.3).

C2.12 Series 1998A Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy Resources
Authority of the State of Missouri and the Company (September 30,
1998 Form 10-Q, Exhibit 4.28).

C2.13 Trust Indenture - Environmental Bonds, Series 1998A (1998 U5S,
Exhibit C1.2).

C2.14 Series 1998B Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy Resources
Authority of the State of Missouri and the Company (September 30,
1998 Form 10-Q, Exhibit 4.29).

C2.15 Trust Indenture - Environmental Bonds, Series 1998B (1998 U5S,
Exhibit C1.3).

C2.16 Series 1998C Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy Resources
Authority of the State of Missouri and the Company (September 30,
1998 Form 10-Q, Exhibit 4.30).

C2.17 Trust Indenture - Environmental Bonds, Series 1998C (1998 U5S,
Exhibit C1.5).

C2.18 Trust Indenture - Environmental Improvement Revenue Refunding
Bonds, Series 2000A, 2000B and 2000C (1999 U5S, Exhibit C1.1).

C2.19 Loan Agreement - Environmental Improvement Revenue Refunding
Bonds, Series 2000A, 2000B and 2000C (1999 U5S, Exhibit C1.2).

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

C3.1 Indenture of Mortgage or Deed of Trust dated October 1, 1941,
from the Company to Continental Illinois National Bank and Trust
Company of Chicago and Edmond B. Stofft, as Trustees (U.S. Bank
Trust National Association and Patrick J. Crowley are successor
Trustees) (Exhibit 2.01 in File No. 2-60232). Supplemental
Indentures dated, respectively September 1, 1947, January 1,
1949, February 1, 1952, September 1, 1952, June 1, 1954, February
1, 1958, January 1, 1959, May 1, 1963, May 1, 1964, June 1, 1965,
May 1, 1967, April 1, 1970, April 1, 1971, September 1, 1971, May
1, 1972, December 1, 1973, March 1, 1974, April 1, 1975, October
1, 1976, November 1, 1976, October 1, 1978, August 1, 1979,
February 1, 1980, February 1, 1986, May 15, 1992, July 1, 1992,
September 15, 1992, April 1, 1993, June 1, 1995, March 15, 1997,
June 1, 1997, December 1, 1998 and June 1, 2001 between the
Company and the Trustees under the Indenture of Mortgage or Deed
of Trust referred to above (Amended Exhibit 7(b) in File No.
2-7341; Second Amended Exhibit 7.03 in File No. 2-7795; Second
Amended Exhibit 4.07 in File No. 2-9353; Amended Exhibit 4.05 in
file No. 2-9802; Amended Exhibit 4.02 in File No. 2-10944;
Amended Exhibit 2.02 in File No. 2-13866; Amended Exhibit 2.02 in
File No. 2-14656; Amended Exhibit 2.02 in File No.2-21345;
Amended Exhibit 2.02 in File No. 2-22326; Amended Exhibit 2.02 in
File No. 2-23569; Amended Exhibit 2.02 in File No. 2-26284;
Amended Exhibit 2.02 in File No. 2-36388; Amended Exhibit 2.02 in
File No. 2-39587; Amended Exhibit 2.02 in File No. 2-41468;
Amended Exhibit 2.02 in File No. 2-43912; Exhibit 2.03 in File
No. 2-60232; Amended Exhibit 2.02 in File No. 2-50146; Amended
Exhibit 2.02 in File No. 2-52886; Second Amended Exhibit 2.04 in
File No. 2-57141; Amended Exhibit 2.04 in File No. 2-57557;
Amended Exhibit 2.06 in File No. 2-62564; Exhibit 2.02(a) in File
No. 2-65914; Amended Exhibit 2.02(a) in File No. 2-66380; and
Amended Exhibit 4.02 in File No. 33-3188; Exhibit 4.02 to Form
8-K dated May 15, 1992; Exhibit 4.02 to Form 8-K dated July 1,
1992; Exhibit 4.02 to Form 8-K dated September 15, 1992; Exhibit
4.02 to Form 8-K dated

C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Continued)

March 30, 1993; Exhibit 4.03 to Form 8-K dated June 5, 1995;
Exhibit 4.03 to Form 8-K dated March 15, 1997; Exhibit 4.03 to
Form 8-K dated June 1, 1997; Exhibit 4.2, in File No. 333-59438;
and Exhibit 4.1 to June 30, 2001 Form 10-Q.)

C3.2 Indenture dated as of December 1, 1998 from the Company to The
Bank of New York relating to Senior Notes, 5.375% due 2008 and
6.125% due 2028 (Exhibit 4.4, in File No. 333-59438).

C3.3 Trust Indenture - Pollution Control Revenue Refunding Bonds,
Series 2000A (1999 U5S, Exhibit C2.1).

C3.4 Loan Agreement - Pollution Control Revenue Refunding Bonds,
Series 2000A (1999 U5S, Exhibit C2.2).

AMEREN ENERGY GENERATING COMPANY

C4.1 Indenture, dated as of November 1, 2000, between the Company and
The Bank of New York, as Trustee, relating to senior notes (the
"Indenture") (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-4 (Commission File No.
333-56594)).

C4.2 First Supplemental Indenture to the Indenture, dated as of
November 1, 2000 (incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-4 (Commission File
No. 333-56594)).

C4.3 Form of Second Supplemental Indenture to the Indenture, dated as
of June 12, 2001 (incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-4 (Commission File
No. 333-56594)).

C4.4 Registration Rights Agreement, dated as of November 1, 2000,
among the Company and the initial purchasers thereunder
(incorporated by reference to Exhibit 4.6 to the Company's
Registration Statement on Form S-4 (Commission File No.
333-56594)).

*D. AGREEMENT ALLOCATING CONSOLIDATED INCOME TAX LIABILITY BY AMEREN
CORPORATION AND SUBSIDIARIES

*F. SCHEDULES SUPPORTING ITEMS OF THE REPORT

F-1 The opinion of the independent accountants as to the consolidated
financial statements and the footnotes are included in Exhibit
A.1, which is incorporated by reference.

F-2 Supporting plant, depreciation and reserve schedules for Union
Electric Company from FERC Form No. 1 - Annual Report of Major
Electric Utilities, Licensees, and Others, FERC Form No. 2 -
Annual Report of Natural Gas Companies, and Form 21 ILCC - Annual
Report of Electric Utilities Licensees and/or Natural Gas
Utilities as follows:(filed confidentially on Form SE)

Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion (Electric & Gas)

Nuclear Fuel Materials

Electric Plant in Service

Gas Plant in Service

Electric Plant Held for Future Use

Construction Work in Progress - Electric

Construction Work in Progress - Gas

Accumulated Provision for Depreciation of Electric Utility Plant

Accumulated Provision for Depreciation of Gas Utility Plant

Gas Stored

Non-utility Property

Accumulated Provision for Depreciation and Amortization of
Non-utility Property

Depreciation and Amortization of Electric Plant

Depreciation, Depletion and Amortization of Gas Plant

F-3 Supporting plant, depreciation and reserve schedules for Central
Illinois Public Service Company from FERC Form No. 1 - Annual
Report of Major Electric Utilities, Licensees, and Others and
Form 21 ILCC - Annual Report of Electric Utilities Licensees
and/or Natural Gas Utilities as follows:(filed confidentially on
Form SE)

Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion (Electric & Gas)

Electric Plant in Service

Gas Plant in Service

Manufactured Gas Production Plant - Supplemental Schedule

Electric Plant Held for Future Use

Gas Plant Held for Future Use

Construction Work in Progress - Electric

Construction Work in Progress - Gas

Accumulated Provision for Depreciation of Electric Utility Plant

Accumulated Provision for Depreciation of Gas Utility Plant

Gas Stored Non-utility Property

Accumulated Provision for Depreciation and Amortization of
Non-utility Property

Depreciation and Amortization of Electric Plant

Depreciation, Depletion and Amortization of Gas Plant

F-4 Supporting plant, depreciation and reserve schedules for Ameren
Energy Generating Company from FERC Form No. 1 - Annual Report of
Major Electric Utilities, Licensees, and Others as follows:(filed
confidentially on Form SE)

Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion (Electric & Gas)

Nuclear Fuel Materials
Electric Plant in Service

Electric Plant Held for Future Use

Construction Work in Progress - Electric

Construction Overheads - Electric

Accumulated Provision for Depreciation of Electric Utility Plant

Non-utility Property

Depreciation and Amortization of Electric Plant

*G. ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH EWG IN WHICH THE
SYSTEM HOLDS AN INTEREST TO OTHER SYSTEM COMPANIES (filed herewith on
Form SE).

H. FINANCIAL STATEMENTS FOR EACH EWG OF THE REGISTERED HOLDING COMPANY

H.1 Audited Financial Statements for AmerenEnergy Generating Company
(File No. 333-56594, Form 10-K, filed under the Securities and
Exchange Act of 1933)

*H.2 Audited Consolidated Financial Statements for Electric Energy,
Inc. and Subsidiaries (filed confidentially on Form SE)

H.3 Unaudited Consolidated Financial Statements for AmerenEnergy
Development Company (filed confidentially on Form SE, Appendix B)

*H.4 Unaudited Financial Statements for Midwest Electric Power, Inc.
(filed confidentially on Form SE)

SIGNATURE

Ameren Corporation, a registered holding company, has duly caused this annual
report for the year ended December 31, 2001 to be signed on its behalf by the
undersigned thereunto duly authorized, pursuant to the requirements of the
Public Utility Holding Company Act of 1935.

AMEREN CORPORATION

By: /s/ Martin J. Lyons, Jr.
---------------------------
Martin J. Lyons, Jr.
Controller

April 30, 2002

EXHIBIT A.5

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ( X )
Filed by a Party other than the Registrant ( )

Check the appropriate line:

____ Preliminary Proxy Statement
____ Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
_X__ Definitive Proxy Statement
____ Definitive Additional Materials
____ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

AMEREN CORPORATION
(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate line):

_X__ No fee required.

____ Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

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

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

____ Fee paid previously with preliminary materials.

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

1) Amount previously paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

[GRAPHIC OMITTED][GRAPHIC OMITTED]

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

Time: 9:00 A.M.
Tuesday
April 23, 2002

Place: Powell Symphony Hall
718 North Grand Boulevard
St. Louis, Missouri

IMPORTANT

Admission to the meeting will be by ticket only. If you plan to attend,
please advise the Company in your proxy vote (by telephone or by checking the
appropriate box on the proxy card). Persons without tickets will be admitted to
the meeting upon verification of their stockholdings in the Company.

Please vote by proxy (via telephone or the enclosed proxy card) even if you
own only a few shares. If you attend the meeting and want to change your proxy
vote, you can do so by voting in person at the meeting.

AMEREN CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of

AMEREN CORPORATION

We will hold the Annual Meeting of Stockholders of Ameren Corporation at
Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on
Tuesday, April 23, 2002, at 9:00 A.M., for the purposes of

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

(2)considering a stockholder proposal relating to a financial assessment of
the costs of decommissioning the Callaway Nuclear Plant; and

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

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

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

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

By order of the Chairman and the Board of Directors.

STEVEN R. SULLIVAN
Secretary

St. Louis, Missouri
March 15, 2002

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

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

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

As a result of a merger effective December 31, 1997 (the "Merger"), the
Company is a holding company, the principal first tier subsidiaries of which are
Union Electric Company, d/b/a AmerenUE ("Union Electric"), Central Illinois
Public Service Company, d/b/a AmerenCIPS ("CIPS"), Ameren Services Company
("Ameren Services"), AmerenEnergy Resources Company ("AER"), and AmerenEnergy,
Inc.

VOTING

Who Can Vote

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

Only stockholders of record at the close of business on the Record Date,
March 11, 2002, are entitled to vote at the meeting. In order to conduct the
meeting, holders of more than one-half of the outstanding shares must be present
in person or represented by proxy so that there is a quorum. The voting
securities of the Company on March 5, 2002 consisted of 143,169,989 shares of
Common Stock. It is important that you vote promptly so that your shares are
counted toward the quorum.

In determining whether a quorum is present at the meeting, shares
registered in the name of a broker or other nominee, which are voted on any
matter, will be included. In tabulating the number of votes cast, withheld
votes, abstentions, and non-votes by banks and brokers are not included.

The Board of Directors has adopted a confidential voting policy for
proxies.

How You Can Vote

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

- by calling the toll-free telephone number; or

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

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

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

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

How You Can Revoke Your Proxy

You may revoke your proxy at any time after you give it and before it is
voted by delivering either a written revocation or a signed proxy bearing a
later date to the Secretary of the Company or by voting in person at the
meeting.

ITEMS TO BE CONSIDERED

Item (1): Election of Directors

The Board of Directors currently has fourteen members. With the retirement
from the Board of Mrs. Janet McAfee Weakley under the Company's age policy for
directors, thirteen directors are to be elected at the meeting to serve until
the next annual meeting of stockholders and until their successors are elected
and qualified. The nominees designated by the Board of Directors are listed
below with information about their principal occupations and backgrounds.

WILLIAM E. CORNELIUS

Retired Chairman of the Board of Directors and Chief Executive Officer of Union
Electric. Mr. Cornelius joined Union Electric in 1962, held several management
positions, and became President in 1980. In 1988 he was elected Chairman of the
Board and served in that capacity until his retirement in 1994. He is a member
of the Executive and Contributions Committees of the Board of Directors.
Director of the Company since 1997. Other directorships: GenAmerica Financial
Corporation. Age: 70.

CLIFFORD L. GREENWALT

Retired Vice Chairman of the Company and retired President and Chief Executive
Officer of CIPSCO Incorporated and CIPS. Mr. Greenwalt joined CIPS in 1963, was
elected a senior vice president in 1980, and was named President and CEO in
1989. Mr. Greenwalt is a member of the Executive and Contributions Committees of
the Board. Director of the Company since 1997. Age: 69.

THOMAS A. HAYS

Retired Deputy Chairman of The May Department Stores Company, a nationwide
retailing organization. Mr. Hays joined the May organization in 1969. He served
as Vice Chairman from 1982 to 1985 and President from 1985 to 1993, when he
became Deputy Chairman. He is a member of the Executive and Human Resources
Committees of the Board. Director of the Company since 1997. Other
directorships: Leggett & Platt Incorporated. Age: 69.

THOMAS H. JACOBSEN

Former Chairman of the Board, Firstar Corporation, a bank holding company. Mr.
Jacobsen was elected Chief Executive Officer of Mercantile Bancorporation Inc.,
a bank holding company, in 1989 and became Chairman of Firstar Corporation upon
Mercantile's merger with Firstar in 1999. He was elected to directorship with
U.S. Bancorporation upon its merger with Firstar in 2001. He is a member of the
Auditing Committee of the Board. Adviser to the Company's Board from 1997 until
he was elected Director of the Company's Board in 2001. Other directorships:
U.S. Bancorporation; Trans World Airlines. Age: 62.

RICHARD A. LIDDY

Retired Chairman of GenAmerica Financial Corporation, which provides life,
health, pension, annuity and related insurance products and services. Mr. Liddy
joined GenAmerica as President and Chief Operating Officer in 1988 and became
Chairman of GenAmerica Financial Corporation in 1995. Mr. Liddy is a member of
the Auditing and Human Resources Committees of the Board. Director of the
Company since 1997. Other directorships: Brown Shoe Company, Inc.; Ralcorp
Holdings Inc.; Energizer Holdings, Inc.; Reinsurance Group of America. Age: 66.

GORDON R. LOHMAN

Retired Chairman and Chief Executive Officer of AMSTED Industries Incorporated,
Chicago, Illinois, a manufacturer of railroad, construction, and general
industrial products. Mr. Lohman was elected President of AMSTED Industries in
1988 and became Chief Executive Officer in 1990 and Chairman in 1997. Mr. Lohman
is a member of the Executive and Human Resources Committees of the Board of
Directors. Director of the Company since 1997. Other directorships: Fortune
Brands, Inc. Age: 67.

RICHARD A. LUMPKIN

Chairman, President and Chief Executive Officer of Illinois Consolidated
Telephone Company, Mattoon, Illinois and Vice Chairman of McLeodUSA
Incorporated. Mr. Lumpkin was elected Treasurer of Illinois Consolidated
Telephone Company in 1968, President in 1977, and was named to his present
position in 1990. As a result of a September 1997 merger, he also serves as Vice
Chairman of McLeodUSA Incorporated. In order to complete a recapitalization,
McLeodUSA Incorporated filed, in January 2002, a prenegotiated plan of
reorganization through a Chapter 11 bankruptcy petition filed in the United
States Bankruptcy Court for the District of Delaware. Mr. Lumpkin is a member of
the Auditing Committee of the Board. Director of the Company since 1997. Other
directorships: McLeodUSA; First Mid-Illinois Bancshares, Inc.; First
Mid-Illinois Bank & Trust. Age: 67.

JOHN PETERS MacCARTHY

Retired Chairman and Chief Executive Officer of Boatmen's Trust Company, which
conducted a general trust business. Prior to being elected to such position in
1988, he served as President and Chief Executive Officer of Centerre Bank, N.A.
He is Chairman of the Human Resources and Nominating Committees of the Board and
is a member of the Executive Committee. Director of the Company since 1997.
Other directorships: Brown Shoe Company, Inc. Age: 68.

HANNE M. MERRIMAN

Principal in Hanne Merriman Associates, Washington, D.C., retail business
consultants. Ms. Merriman is a member of the Contributions and Nominating
Committees of the Board. Director of the Company since 1997. Other
directorships: Ann Taylor Stores Corporation; US Airways Group, Inc.; State Farm
Mutual Automobile Insurance Co.; The Rouse Company; T. Rowe Price Mutual Funds;
Finlay Enterprises, Inc. Age: 60.

PAUL L. MILLER, JR.

President and Chief Executive Officer of P. L. Miller & Associates, a management
consultant firm which specializes in strategic and financial planning for
privately held companies and distressed businesses and in international business
development. He is also a principal in a financial advisory firm for small to
middle market companies. Mr. Miller has served as president of an international
subsidiary of an investment banking firm, and for over 20 years was president of
consumer product manufacturing and distribution firms. He is a member of the
Auditing Committee of the Board. Director of the Company since 1997. Age: 59.

CHARLES W. MUELLER

Chairman and Chief Executive Officer of the Company, Union Electric and Ameren
Services. Mr. Mueller began his career with Union Electric in 1961 as an
engineer. He was named Treasurer in 1978, Vice President-Finance in 1983, Senior
Vice President-Administrative Services in 1988, President in 1993 and Chief
Executive Officer in 1994. Mr. Mueller was elected Chairman, President and Chief
Executive Officer of Ameren upon the Merger. He relinquished his position as
President of Ameren, Union Electric and Ameren Services in 2001. He is a member
of the Executive and Contributions Committees of the Board. Director of the
Company since 1997. Mr. Mueller is Chairman of the Federal Reserve Bank of St.
Louis. Other directorships: Union Electric (since 1993); CIPS (since 1997);
Angelica Corporation. Age: 63.

HARVEY SALIGMAN

Partner of Cynwyd Investments, a family real estate partnership. Mr. Saligman
also served in various executive capacities in the consumer products industry
for more than 25 years. He is Chairman of the Auditing Committee of the Board.
Director of the Company since 1997. Age: 63.

JAMES W. WOGSLAND

Retired Vice Chairman of Caterpillar, Inc. Mr. Wogsland was elected Executive
Vice President and director of Caterpillar in 1987. He served as Vice Chairman
and director from 1990 until his retirement in 1995. Mr. Wogsland is a member of
the Auditing Committee of the Board. Director of the Company since 1997. Age:
70.

The thirteen nominees for Director who receive the most votes will be
elected.

The Board of Directors knows of no reason why any nominee will not be able
to serve as a Director. If, at the time of the Annual Meeting, any nominee is
unable or declines to serve, the proxies may be voted for a substitute nominee
approved by the Board.

Board Meetings, Age Policy, Board Committees and Directors' Compensation

Board Meetings - During 2001, the Board of Directors met seven times. All
nominees attended at least 75% of the meetings of the Board and the Board
Committees of which they were members, and aggregate attendance of the nominees
as a group exceeded 91%.

Age Policy - Directors who attain age 72 prior to the date of an annual
meeting cannot be designated as a nominee for election at such annual meeting.
Director Janet McAfee Weakley is completing her Board service at the Annual
Meeting pursuant to this age policy. In addition, the eligibility of former
employees, except for an employee who has been elected Chief Executive Officer
of Ameren, Union Electric or CIPS, is limited to the date upon which they
retire, resign or otherwise sever active employment with the respective company.

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

The general functions of the Auditing Committee include: (1) reviewing,
with management and the independent accountants, the adequacy of the Company's
system of internal accounting controls; (2) reviewing the scope and results of
the annual examination and other services performed by the independent
accountants; (3) reviewing, with management and the independent accountants, the

Company's annual audited financial statements and recommending to the Board the
inclusion of such financial statements in the Company's Annual Report on SEC
Form 10-K; (4) recommending to the Board the appointment of independent
accountants and approving fees for the services they perform; and (5) reviewing
the scope of audits and annual budget of the Company's internal audit
department. The Board of Directors has adopted a written charter for the
Auditing Committee, which was included as an appendix to the proxy statement for
the 2001 Annual Meeting of Stockholders. The Auditing Committee held four
meetings in 2001.

The Contributions Committee makes policies and recommendations with respect
to charitable and other contributions. The Contributions Committee held three
meetings in 2001.

The Executive Committee has such duties as may be delegated to it from time
to time by the Board and has authority to act on most matters concerning
management of the business during intervals between Board meetings. The
Executive Committee held one meeting in 2001.

The Human Resources Committee considers the qualifications of executive
personnel and recommends changes therein, considers or recommends salary
adjustments for certain employees and considers and acts on important policy
matters affecting Company personnel. The Human Resources Committee held six
meetings in 2001.

The Nominating Committee considers and recommends for Board approval
candidates for the Board of Directors, as recommended by management, other
members of the Board, stockholders and other interested parties. The Nominating
Committee held two meetings in 2001.

For information about the Company's corporate strategic planning process,
including the Board's involvement in such process, please visit the Company's
home page on the internet - http://www.ameren.com

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

Each Director who is not an employee of the Company receives an annual
retainer of $20,000, an annual award of 400 shares of the Company's Common Stock
and a fee of $1,000 for each Board meeting and each Board Committee meeting
attended.

An optional deferred compensation plan available to Directors permits
non-employee Directors to defer all or part of their annual retainer and meeting

fees. Deferred amounts, plus an interest factor, are used to provide payout
distributions following completion of Board service and certain death benefits.
Costs of the deferred compensation plan are expected to be recovered through the
purchase of life insurance on the participants, with the Company being the owner
and beneficiary of the insurance policies.

Item (2): Stockholder Proposal Relating to a Financial Assessment of the Costs
of Decommissioning the Callaway Nuclear Plant

Proponents of the stockholder proposal described below notified the Company
of their intention to attend the 2002 Annual Meeting to present the proposal for
consideration and action. The names and addresses of the proponents and the
number of shares they hold will be furnished by the Secretary of the Company
upon receipt of any oral or written request for such information.

WHEREAS: Ameren is responsible for and liable for the ultimate dismantling of
the Callaway Nuclear Power Plant and the return of the plant site to its
original, non-radioactive condition;

Callaway's Nuclear Regulatory Commission license would allow the plant to
operate for a total of 40 years (until 2024); however, accidents and/or
age-related degradation of vital safety components have caused reactors to be
shut down years before their licenses' expiration;

The longer Callaway operates, the greater will be the accumulation of
radioactivity, and the higher will be the radiation fields within which
demolition workers will have to work to dismantle the plant, thereby increasing
costs, liability, and occupational hazards;

The longer Callaway operates, the greater will be the accumulation of irradiated
fuel rods which must be stored at the plant in a fuel pool or dry casks
requiring surveillance and maintenance into the indefinite future. The fuel rods
may someday be transported to a federal deep-geologic repository, but to date no
permanent disposal facility has been constructed and may never be;

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

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

Even if safe technologies were to be developed for the dismantling of the
Callaway buildings and reactor vessel, no safe disposal site may ever be found
for these radioactive wastes, and no railroad or other transportation corridors
may exist which would be deemed acceptable to the public;

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

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

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

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

SUPPORTING STATEMENT

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

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

In light of the extensive information on estimated decommissioning costs
currently available, the Board is of the opinion that developing additional

information in the form requested is unnecessary and would increase expenses
without a commensurate increase in relevant information.

o Information on decommissioning costs estimates is included in the
Company's published financial statements;

o The Missouri Public Service Commission requires updated
decommissioning cost studies every three years, and copies of the
studies are available to the public;

o Nuclear Regulatory Commission regulations require the Company to fund
decommissioning of Callaway Plant at prescribed levels, which are
reviewed and updated periodically;

o Internal Reviews are made annually.

Contrary to assumptions and assertions included in the proposal -

o Radiation dose to workers in 2001 was at an all-time low, even after
more than 17 years of operation;

o The range of decommissioning cost estimates for other nuclear plants
similar to Callaway is consistent with our estimate;

o The performance of vital safety components is not allowed to degrade
and, with proper maintenance, age does not threaten continued plant
operation;

o As stated in the government's General Accounting Office report
referred to in the proposal, "Technology exists to decommission
nuclear power plants";

o Through use of advanced technologies, decommissioning after 40 or more
years of operation will not result in higher occupational hazards to
workers.

The Board believes that, in the absence of any compelling reasons to make
additional studies of Callaway decommissioning costs, additional expenditures
for such information would be imprudent, and therefore recommends voting AGAINST
ITEM (2).

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

Item (3): Other Matters

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

SECURITY OWNERSHIP

Based on a Schedule 13G filed with the Securities and Exchange Commission
on February 11, 2002, AXA Financial, Inc., 1290 Avenue of the Americas, New
York, NY 10104, had sole or shared dispositive power over 6,899,706 shares of
the Company's Common Stock and sole or shared voting power over 4,303,270
shares. The total reported shares represented approximately 4.99% of the
outstanding Common Stock of the Company on December 31, 2001 and February 1,
2002. Also filed on February 11, 2002, was an amendment to a Schedule 13G, for
Capital Research and Management Company, 333 South Hope Street, Los Angeles,
California 90071, which reported sole dispositive power over 7,437,800 shares of
the Company's Common Stock and no voting power with respect to any such shares.
The total reported shares represented approximately 5.39% of the outstanding
Common Stock of the Company on December 31, 2001 and 5.38% of the outstanding
shares on February 1, 2002. Pursuant to Rule 13d-4, Capital Research and
Management Company disclaimed beneficial ownership of the reported shares.

SECURITY OWNERSHIP OF MANAGEMENT

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

Paul A. Agathen 61,238
Donald E. Brandt 347
Daniel F. Cole 23,380
William E. Cornelius 12,807
Clifford L. Greenwalt 18,105
Thomas A. Hays 10,995
Thomas H. Jacobsen 7,922
Richard A. Liddy 5,209
Gordon R. Lohman 2,240
Richard A. Lumpkin 4,607
John Peters MacCarthy 10,895
Hanne M. Merriman 4,425
Paul L. Miller, Jr. 3,982
Charles W. Mueller 179,129
Gary L. Rainwater 47,920
Garry L. Randolph 28,818
Harvey Saligman 4,895
Janet McAfee Weakley 5,490
James W. Wogsland 3,064
All Directors, nominees for Director
and executive officers as a group 855,055

This column lists voting securities, including restricted stock held
by executive officers over which the officers have voting power but no
investment power. Also includes shares issuable within 60 days upon
the exercise of stock options as follows: Mr. Agathen, 51,700; Mr.
Cole, 17,075; Mr. Mueller, 152,575; Mr. Rainwater, 35,000; and Mr.
Randolph, 21,725. Reported shares include those for which a Director,
nominee for Director or executive officer has voting or investment
power because of joint or fiduciary ownership of the shares or a
relationship with the record owner, most commonly a spouse, even if
such Director, nominee for Director or executive officer does not
claim beneficial ownership.
Shares beneficially owned by all Directors, nominees for Director and
executive officers in the aggregate do not exceed one percent of any
class of equity securities outstanding.
Mr. Brandt resigned in August 2001. His shares reflect 347 shares of
vested restricted stock. Mr. Brandt forfeited his remaining 5,180
restricted shares in connection with his resignation.
Director Weakley is completing her Board service at the Annual
Meeting.
There are no family relationships between any Director, executive
officer, or person nominated or chosen by the Company to become a
Director or executive officer except that Charles W. Mueller is the
father of Michael G. Mueller, who is a Vice President of certain
Company subsidiaries.

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

EXECUTIVE COMPENSATION

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

Ameren Corporation Human Resources Committee Report on Executive Compensation

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

o Base salary,

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

o Long-term stock-based awards.

First, in evaluating and setting base salaries for executive officers,
including the Chief Executive Officers of Ameren Corporation and its
subsidiaries, the Committee considers: individual responsibilities, including
changes which may have occurred since the prior review; individual performance
in fulfilling responsibilities, including the degree of competence and
initiative exhibited; relative contribution to the results of operations; the
impact of operating conditions; the effect of economic changes on salary
structure; and comparisons with compensation paid by similar companies. Such
considerations are subjective, and specific measures are not used in the review
process.

The second component of the executive compensation program is a
performance-based Executive Incentive Compensation Plan established by the

Ameren Corporation Board, which provides specific, direct relationships between
corporate results and Plan compensation. For 2001, Ameren consolidated year-end
earnings per share (EPS) target levels were set by the Human Resources
Committee. If EPS reaches at least the threshold target level, the Committee
authorizes incentive payments within prescribed ranges based on individual
performance and degree of responsibility. If EPS fails to reach the threshold
target level, no payments are made. Under the Plan, it is expected that payments
to the Chief Executive Officers of Ameren Corporation and its subsidiaries will
range from 0-90% of base salary. For 2001, actual payments ranged from 27.9% to
39.6% of base salary.

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

In determining the reported 2001 compensation of the Chief Executive
Officers, as well as compensation for the other executive officers, the Human
Resources Committee considered and applied the factors discussed above. Further,
the reported compensation reflects a level of achievement exceeding the
threshold but short of the next higher target level in 2001 EPS. Authorized
compensation for the Company's executive officers fell within the ranges of
those paid by similar companies.

Human Resources Committee:

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

Compensation Tables

The following tables contain compensation information, for the periods
indicated, for (a) the Chairman and Chief Executive Officer of the Company, (b)
the four other most highly compensated executive officers of the Company (and/or
its subsidiaries) who were serving as executive officers at the end of 2001 and
(c) D. E. Brandt, who resigned as Senior Vice President of the Company in August
2001.

SUMMARY COMPENSATION TABLE

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

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

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

G. L. Randolph 2001 291,000 74,900 174,594 - 20,062
Senior Vice 2000 276,000 78,700 - 14,100 11,729
President, 1999 236,000 47,800 - 10,700 6,833
Union Electric
and CIPS

P. A. Agathen 2001 285,000 69,600 171,019 - 37,167
Senior Vice 2000 272,000 71,800 - 32,600 27,408
President, 1999 242,000 65,300 - 27,900 22,435
Union Electric,
CIPS and
Ameren
Services

SUMMARY COMPENSATION TABLE (Cont.)

D. F. Cole 2001 246,667 70,220 138,012 - 12,691
President, 2000 215,000 59,300 - 32,600 9,286
AER; Senior 1999 168,300 48,500 - 10,700 5,957
Vice President,
CIPS, Union
Electric and
Ameren Services

D. E. Brandt 2001 240,000 55,760 215,998 - 1,037,739
Former Senior 2000 342,000 82,100 - 32,600 47,117
Vice President, 1999 292,000 78,800 - 27,900 35,781
Ameren, Union
Electric and
Ameren Services

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

Footnote to SUMMARY COMPENSATION TABLE (Cont.)

(a) (b)

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

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

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

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

AGGREGATED OPTION EXERCISES IN 2001
AND YEAR-END VALUES

Value of
Shares Unexercised In-the-Money
Acquired Value Options Options
on Realized at Year End(#) at Year End($)
-------------- ------------------
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ---------- -------- ----------- ------------- ----------- -------------

C. W. Mueller - - 100,900 202,300 366,907 1,661,456

G. L. Rainwater - - 19,875 66,425 78,928 526,474

G. L. Randolph - - 14,675 27,825 53,156 222,894

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

D. F. Cole - - 5,982 42,568 23,337 420,049

D. E. Brandt 31,325 75,693 - - - -

No options were granted by the Company in 2001.
These columns represent the excess of the closing price of the Company's
Common Stock of $42.30 per share, as of December 31, 2001, above the
exercise price of the options. The amounts under the Exercisable column
report the "value" of options that are vested and therefore could be
exercised. The Unexercisable column reports the "value" of options that are
not vested and therefore could not be exercised as of December 31, 2001.

Ameren Retirement Plan

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

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

Less than 30 3% 1% 4%

30 to 34 4% 1% 5%

35 to 39 4% 2% 6%

40 to 44 5% 3% 8%

45 to 49 6% 4.5% 10.5%

50 to 54 7% 4% 11%

55 and over 8% 3% 11%

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

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

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

The following table shows the estimated annual retirement benefits,
including supplemental benefits, which would be payable to each executive
officer listed if he were to retire at age 65 at his 2001 base salary and annual
bonus, and payments were made in the form of a single life annuity.

Name Year of 65th Birthday Estimated Annual Benefit

C. W. Mueller 2003 $367,000

G. L. Rainwater 2011 179,000

G. L. Randolph 2013 164,000

P. A. Agathen 2012 89,000

D. F. Cole 2018 144,000

D. E. Brandt* 2019 92,000

* Terminated employment in 2001. The amount shown is his estimated annual
benefit payable at age 65 with interest.

ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS

Change of Control Severance Plan

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

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

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

Separation Agreement

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

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

AUDITING COMMITTEE REPORT

The Auditing Committee reviews Ameren Corporation's financial reporting
process on behalf of the Board of Directors. In fulfilling its responsibilities,
the Committee has reviewed and discussed the audited financial statements to be
included in the 2001 Annual Report on SEC Form 10-K with Ameren's management and
the independent accountants. Management is responsible for the financial
statements and the reporting process, including the system of internal controls.
The independent accountants are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States.

The Auditing Committee has discussed with the independent accountants, the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the Auditing
Committee has discussed with the independent accountants, the accountants'
independence from Ameren and its management including the matters in the written
disclosures and the letter required by Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees, received from the independent
accountants. The Auditing Committee has considered whether the independent
accountants' provision of the services covered under the captions "Independent
Accountants" - "Financial Information Systems Design and Implementation Fees"
and "All Other Fees" in the proxy statement is compatible with maintaining the
accountants' independence.

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

Auditing Committee:

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

PERFORMANCE GRAPH

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

1996 1997 1998 1999 2000 2001

AEE 100 $122.41 $127.59 $104.95 $158.80 $154.24
S&P 500 100 133.38 171.74 208.05 189.09 166.63
EEI Index 100 127.37 145.06 118.08 174.72 159.37

Information shown for Ameren Corporation prior to 1/1/98 is based on an
assumed aggregate investment of $100 on 12/31/96 in the Common Stock of
the companies whose Common Stock was exchanged for Ameren Common Stock in
the Merger, consisting of $74 invested in Union Electric Common Stock and
$26 invested in CIPSCO Incorporated Common Stock. Such amounts were
determined based upon the percentages, of the total number of shares of
Ameren Common Stock issued in the Merger, that were issued in exchange
for Common Stock of Union Electric and CIPSCO Incorporated.
Edison Electric Institute Index of 100 investor-owned electric utilities.

INDEPENDENT ACCOUNTANTS

Fiscal Year 2001

PricewaterhouseCoopers LLP served as the independent accountants for the
Company and its subsidiaries in 2001. Representatives of the firm are expected
to be present at the Annual Meeting with the opportunity to make a statement if
they so desire and are expected to be available to respond to appropriate
questions.

Audit Fees:

The aggregate fees billed or expected to be billed by
PricewaterhouseCoopers LLP for professional services rendered for the audit of
the consolidated annual financial statements of the Company included in the
Company's Annual Report to Shareholders (and incorporated by reference in the
Company's Form 10-K) and the annual financial statements of its subsidiaries
included in their Forms 10-K for fiscal year 2001 and the reviews of the
quarterly financial statements included in the Forms 10-Q of the Company and its
subsidiaries for such fiscal year were $458,000. All but $11,000 of the fees
have been billed through December 31, 2001.

Financial Information Systems Design and Implementation Fees:

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

All Other Fees:

Fees and out-of-pocket expenses billed to the Company by
PricewaterhouseCoopers LLP during the Company's 2001 fiscal year for all other
services rendered to the Company and its subsidiaries totaled $1,646,280. Such
services included audits of benefit plans, regulatory filings and financial
statement components ($107,000), audit related services ($402,950), internal
audit support ($174,500), risk management consulting ($682,000) and
miscellaneous other ($279,830). All but $22,500 of the fees have been billed
through December 31, 2001.

Fiscal Year 2002

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

Directors of the Company, at its meeting on February 8, 2002, selected
PricewaterhouseCoopers LLP as its independent accountants for 2002.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

STOCKHOLDER PROPOSALS

Any stockholder proposal intended for inclusion in the proxy material for
the Company's 2003 Annual Meeting of Stockholders must be received by November
15, 2002.

In addition, under the Company's By-Laws, stockholders who intend to submit
a proposal in person at an Annual Meeting, or who intend to nominate a Director
at a meeting, must provide advance written notice along with other prescribed
information. In general, such notice must be received by the Secretary of the
Company at the principal executive offices of the Company not later than 60 or
earlier than 90 days prior to the meeting. A copy of the By-Laws can be obtained
by written request to the Secretary of the Company.

MISCELLANEOUS

In addition to the use of the mails, proxies may be solicited by personal
interview, or by telephone or other means, and banks, brokers, nominees and
other custodians and fiduciaries will be reimbursed for their reasonable
out-of-pocket expenses in forwarding soliciting material to their principals,
the beneficial owners of stock of the Company. Proxies may be solicited by
Directors, officers and key employees of the Company on a voluntary basis
without compensation. The Company will bear the cost of soliciting proxies on
its behalf.

______________________

A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE FURNISHED, WITHOUT CHARGE, TO STOCKHOLDERS OF
THE COMPANY UPON WRITTEN REQUEST TO STEVEN R. SULLIVAN, SECRETARY, P.O. BOX
66149, ST. LOUIS, MISSOURI 63166-6149.

FOR UP-TO-DATE INFORMATION ABOUT THE COMPANY, PLEASE VISIT THE COMPANY'S HOME
PAGE ON THE INTERNET - http://www.ameren.com

- - THANK YOU FOR YOUR PROMPT ATTENTION - -

FOLD AND DETACH HERE

/ x / Please mark votes This proxy will be voted as specified below. If no direction is made, this
as in this example. proxy will be voted FOR all nominees listed on the reverse side and as
recommended by the Board on the other items listed below.

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

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

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

ATTENDANCE CARD REQUESTED / /

FOR ALL EXCEPT: _______________________________________

SEE
(AMEREN LOGO) DATED ____________________2002 REVERSE
SIDE

--------------------------------------------------------
SIGNATURE - Please sign exactly as name appears hereon.

--------------------------------------------------------
CAPACITY (OR SIGNATURE IF HELD JOINTLY)

Shares registered in the name of a Custodian or Guardian
must be signed by such. Executors, administrators,
trustees, etc. should so indicated when signing.

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

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BEHELD ON APRIL 23, 2002

The undersigned hereby appoints CHARLES W. MUELLER, GARY L. RAINWATER and STEVEN
R. SULLIVAN, and any of them, each with the power of substitution, as proxy for
the undersigned, to vote all the shares of capital stock of AMEREN CORPORATION
represented hereby at the Annual Meeting of Stockholders to be held at Powell
Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on April 23, 2002
at 9:00 A.M., and at any adjournment thereof, upon all matters that may be
submitted to a vote of stockholders including the matters described in the proxy
statement furnished herewith, subject to any directions indicated on the reverse
side of this proxy form and in their discretion on any other matter that may be
submitted to a vote of stockholders.

NOMINEES FOR DIRECTOR - WILLIAM E. CORNELUS, CLIFFORD L. GREENWALT,
THOMAS A. HAYES, THOMAS R. JACOBSEN, RICHARD A.
LIDDY, GORDON R. LOHMAN, RICHARD A. LUMPKIN,
JOHN PETERS MacCARTHY, HANNE M. MERRIMAN,
PAUL L. MILLER, JR., CHARLES W. MUELLER,
HARVEY SALIGMAN AND JAMES W. WOGSLAND

PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE hereof and return this proxy form
promptly in the enclosed envelope. If you attend the meeting and wish to change
your vote, you may do so automatically by casting your ballot at the meeting.

SEE REVERSE SIDE

EXHIBIT D

AMEREN CORPORATION
AND ITS AFFILIATED CORPORATIONS

AMENDED AND RESTATED
TAX ALLOCATION AGREEMENT

This amended and restated agreement is made as of April 2nd, 2002 by and
among Ameren Corporation, a registered public utility holding company, and its
affiliated corporations, as identified in Exhibit A hereto (collectively, the
"Group"; individually, "member of the Group").

WHEREAS, the members of the Group are affiliated corporations within the
meaning of section 1504 of the Internal Revenue Code of 1986, as amended, and
will join in the annual filing of a consolidated federal income tax return;

WHEREAS, the members of the Group intend to allocate the consolidated
income tax liabilities and benefits to each member of the Group in a fair and
equitable manner; and

WHEREAS, the members of the Group intend to allocate the liabilities and
benefits arising from the Group's annual consolidated income tax returns in
compliance with Title 17, section 250.45(c) of the Code of Federal Regulations,
section 1552(a)(1) of the Internal Revenue Code and Title 26, section
1.1502-33(d)(2) of the Code of Federal Regulations;

IT IS THEREFORE AGREED, as follows:

Section 1. Definitions

For purposes of this agreement, the following definitions shall apply:

(a) "Consolidated tax" shall mean the Group's aggregate tax liability for
a taxable year as shown on the consolidated federal income tax return.

(b) "Consolidated refund" shall mean the Group's refund for a taxable year
as shown on the consolidated federal income tax return.

(c) "Corporate taxable income" or "corporate taxable loss" shall mean the
income or loss of a member of the Group for a taxable year, computed
as though the member had filed a separate federal income tax return on
the same basis as used in the consolidated return, except that:

(1) Dividend income from other members of the Group shall be
disregarded, and

(2) Intercompany transactions that are eliminated in the
consolidated return shall be given appropriate treatment.

(d) "Separate return tax" shall mean the federal income tax liability or
federal income tax refund, computed with respect to the corporate
taxable income or loss of a member of the Group as though the member
were not a member of the Group. If the separate return tax is a
liability, it shall be referred to as a "positive separate return
tax." If the separate return tax is a refund, it shall be referred to
as a "negative separate return tax."

(e) A "positive" allocation shall be the obligation to make a payment to
the Group. A "negative" allocation shall be the right to receive a
payment from the Group.

Section 2. General Allocation Method

Each taxable year, the members of the Group shall allocate the consolidated
tax or consolidated refund in accordance with the following procedures:

(a) A member, to include Ameren Corporation, that would have a positive
separate return tax shall receive a positive allocation in an amount
equal to such positive separate return tax.

(b) A member, other than Ameren Corporation, that would have a negative
separate return tax shall receive a negative allocation in an amount
equal to such negative separate return tax.

(c) If Ameren Corporation would have a negative separate return tax, then
each member having positive separate return tax shall receive a
negative allocation in an amount equal to such negative separate
return tax multiplied by the member's allocation ratio of the sum of
the positive separate return tax.

Section 3. Special Allocation Rules

(a) Alternative Minimum Tax. In any year in which alternative minimum tax
(AMT) is payable by the Group, the consolidated tax shall be separated
into two parts: regular tax and AMT.

(1) Regular tax shall be allocated in accordance with the general
allocation method set forth in section 2, above.

(2) AMT will be allocated to each member of the Group based on the
proportion of:

(A) the excess of its separate company tentative minimum tax
over its separate company regular tax liability, to

(B) the aggregate of the excesses of such companies' tentative
minimum tax amounts over their regular tax liability
amounts.

(3) Each member whose regular tax liability exceeds its tentative
minimum tax on a separate company basis shall be excluded from
this calculation and shall not be impacted by the Group's AMT
liability.

(4) The minimum tax credit shall be allocated to the members of the
Group to which the associated AMT was allocated, in proportion to
the associated AMT allocated to such members.

(b) Investment Tax Credits; Other Tax Benefits and Material Items Taxed at
Different Rates. Any investment tax credits, other tax benefits and
material items taxed at rates other than the rate applicable to
corporate taxable income shall be allocated directly to the members of
the Group giving rise to them.

Section 4. Maximum Allocation

The tax allocated to any member shall not exceed the separate return tax of
such member.

Section 5. Payments

Each member of the Group is responsible for its own tax liability. Payment
of such liability shall be made in accordance with the following procedure:

(a) A member of the Group with a net positive allocation shall pay Ameren
Corporation the net amount allocated.

(b) A subsidiary member of the Group with a net negative allocation shall
receive payment from Ameren Corporation in the amount of the net
negative allocation.

(c) Ameren Corporation shall pay to the Internal Revenue Service the
Group's net current federal income tax liability from the net of the
receipts and payments to and from members of the Group.

(d) Ameren Corporation shall make any calculations on behalf of the
members of the Group necessary to comply with the estimated tax
provisions of IRC section 6655. Based on such calculations, Ameren
Corporation shall charge the members appropriate amounts at intervals
consistent with the dates in that section.

(e) If the Group has a consolidated net operating loss ("NOL") for a
taxable year (the "loss year") and the NOL cannot be used in full by
being carried back to a prior taxable year, the unused portion of the
NOL shall be allocated (as negative allocations) to the members of the
Group having negative allocations for the loss year in proportion to
the relative magnitude of such negative allocations for the loss year.
Each such member shall carry negative allocation from the loss year
forward to the following taxable year and combine it with its
allocation for such following taxable year.

(f) A member shall make any payment required by this section within 60
days after receiving notice of such payment from Ameren Corporation.
Alternatively, in the case of any second tier subsidiary (any company
that is wholly-owned by Union Electric Company, Central Illinois
Public Service Company, or CIPSCO Investment Company), the parent of
such second-tier subsidiary may make the payment required by the
preceding sentence for itself and all of its second-tier subsidiaries
within the 60-day period, with the second-tier subsidiaries to
compensate such parent within a reasonable time thereafter.

Section 6. Adjustments to Tax Liability Shown on Returns

(a) In the event that the consolidated tax or consolidated refund is
subsequently adjusted by the Internal Revenue Service or by a court decision,
the consolidated tax, consolidated refund and separate return tax shall be
adjusted accordingly consistent with the methodology set forth previously in
this agreement. Any prior payments among the members of the Group shall be
adjusted to conform to the change.

(b) If any interest is paid or received as a result of an adjustment to
consolidated tax or consolidated refund, it will be allocated to the parties in
the proportion that each member's change in separate tax in each affected year
bears to the change in consolidated tax or consolidated refund.

(c) Any penalty shall be paid by the member of the Group that is
responsible for the penalty. If the party at fault cannot be determined, the
penalty shall be allocated in the same manner as if it were additional tax.

Section 7. State Income Taxes

(a) Any state income tax liability (including liability for interest or
penalties) associated with the filing of a separate state income tax return by a
member of the Group shall be allocated to and paid directly by such member.

(b) Any state income tax liability (including liability for interest or
penalties) associated with the filing of a consolidated, unitary, or combined
state return shall be allocated to the members of the Group participating in the
returns following the procedures set forth above for federal income tax
liabilities.

(c) Because certain states utilize a unitary method, the Group's aggregate
income tax liability to a state may exceed the sum of the members' separate
return income tax liabilities to the state. Notwithstanding section 4 of this
agreement, if this occurs, the excess of the Group's aggregate liability to such
state over the sum of the members' separate return liabilities for such state
shall be allocated to the member or members whose operations caused the Group to
be taxed by the state, following the procedures set forth above for federal
income tax liabilities. Conversely, the sum of the members' separate return
liabilities may exceed the Group's aggregate liability to a state. If this
occurs, the excess of the sum of the members' separate return liabilities for
such state over the Group's aggregate liability to such state shall be allocated
to the member or members whose operations caused the excess, following the
procedures set forth above for federal income tax liabilities.

Section 8. New Affiliates

The members of the Group will cause any corporation which becomes an
affiliated corporation within the meaning of IRC section 1504 to join in this
agreement.

Section 9. Amendment

This Agreement may be amended from time to time, and any changes shall be
filed as an amendment to the Form U-5S. Any amendment which would alter the
allocation to any associate company for any period preceding its adoption shall
be conditioned on approval by the Commission if the Commission directs, within
60 days after its filing, that it be deemed to be a declaration under Rule
45(a).

Section 10. Cooperation of Members

Each member shall execute and file such consent, elections and other
documents that may be required or appropriate for the proper filing of
consolidated income tax returns and for the allocations provided by this
agreement.

* * * * * * * *

The above procedures for allocating the consolidated income tax liability
of the Group have been agreed to by each of the below listed members of the
Group, as evidenced by the signature of an officer of each member.

Ameren Corporation by: /s/ Charles W. Mueller
-------------------------------
Charles W. Mueller

Ameren Development Company by: /s/ Gary L. Rainwater
-------------------------------
Gary L. Rainwater

Ameren ERC, Inc. by: /s/ Daniel F. Cole
-------------------------------
Daniel F. Cole

Ameren Energy Communications, Inc. by: /s/ Daniel F. Cole
-------------------------------
Daniel F. Cole

Ameren Energy Development Company by: /s/ Daniel F. Cole
-------------------------------
Daniel F. Cole
Ameren Energy Fuels and Services
Company by: /s/ Daniel F. Cole
-------------------------------
Daniel F. Cole

Ameren Energy Generating Company by: /s/ Daniel F. Cole
-------------------------------
Daniel F. Cole

Ameren Energy, Inc. by: /s/ Clarence J. Hopf, Jr.
-------------------------------
Clarence J. Hopf, Jr.

Ameren Energy Marketing Company by: /s/ Daniel F. Cole
-------------------------------
Daniel F. Cole

Ameren Energy Resources Company by: /s/ Daniel F. Cole
-------------------------------
Daniel F. Cole

Ameren Services Company by: /s/ Charles W. Mueller
-------------------------------
Charles W. Mueller
Central Illinois Public Service
Company by: /s/ Gary L. Rainwater
-------------------------------
Gary L. Rainwater

CIPSCO Investment Company by: /s/ Martin J. Lyons
-------------------------------
Martin J. Lyons

CIPS Energy, Inc. by: /s/ Gary L. Rainwater
-------------------------------
Gary L. Rainwater

Illinois Materials Supply Co. by: /s/ Daniel F. Cole
-------------------------------
Daniel F. Cole

Missouri Central Railroad Company by: /s/ Robert K. Neff
-------------------------------
Robert K. Neff

Union Electric Company by: /s/ Charles W. Mueller
-------------------------------
Charles W. Mueller
Union Electric Development
Corporation by: /s/ Gary L. Rainwater
-------------------------------
Gary L. Rainwater

EXHIBIT A

Ameren Corporation
Ameren Development Company
Ameren ERC, Inc.
Ameren Energy Communications, Inc.
Ameren Energy Development Company
Ameren Energy Fuels and Services Company
Ameren Energy Generating Company
Ameren Energy, Inc.
Ameren Energy Marketing Company
Ameren Energy Resources Company
Ameren Services Company
Central Illinois Public Service Company
CIPSCO Investment Company
CIPS Energy Inc.
Illinois Materials Supply Co.
Missouri Central Railroad Company
Union Electric Company
Union Electric Development Corporation