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



      Time:     9:00 A.M.
                Tuesday
                April 22, 2003


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




IMPORTANT

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





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







AMEREN CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of

        AMEREN CORPORATION


     We will hold the Annual Meeting of  Stockholders  of Ameren  Corporation at
Powell  Symphony  Hall,  718 North Grand  Boulevard,  St.  Louis,  Missouri,  on
Tuesday, April 22, 2003, at 9:00 A.M., for the purposes of

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

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

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

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

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

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

By order of the Chairman and the Board of Directors.


                                    STEVEN R. SULLIVAN
                                    Secretary

St. Louis, Missouri
March 14, 2003





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

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

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

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


                                     VOTING

Who Can Vote

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

     Only  stockholders  of record at the close of business on the Record  Date,
March 11, 2003,  are  entitled to vote at the  meeting.  In order to conduct the
meeting, holders of more than one-half of the outstanding shares must be present
in  person  or  represented  by proxy  so that  there is a  quorum.  The  voting
securities of the Company on March 5, 2003  consisted of  160,684,002  shares of
Common  Stock.  It is important  that you vote  promptly so that your shares are
counted toward the quorum.

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

                                       1



     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,
2003, are entitled to vote at the meeting.

How You Can Revoke Your Proxy

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

                                       2




                             ITEMS TO BE CONSIDERED

Item (1):  Election of Directors

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

WILLIAM E. CORNELIUS

Retired Chairman of the Board of Directors and Chief Executive  Officer of Union
Electric.  Mr. Cornelius joined Union Electric in 1962, held several  management
positions,  and became  President  in 1980.  In 1984 he became  Chief  Executive
Officer of Union  Electric.  In 1988 he was  elected  Chairman  of the Board and
served in that  capacity  until his  retirement  in 1994.  He is a member of the
Executive  Committee,  Contributions  Committee and the Nominating and Corporate
Governance  Committee of the Board of  Directors.  Director of the Company since
1997. Age: 71.

CLIFFORD L. GREENWALT

Retired Vice Chairman of the Company and retired  President and Chief  Executive
Officer of CIPSCO  Incorporated and CIPS. Mr. Greenwalt joined CIPS in 1963, was
elected a senior vice  president  in 1980,  and was named  President  and CEO in
1989.  He was elected  Vice  Chairman of Ameren upon the Merger.  Mr.  Greenwalt
retired in  January  1998.  He is a member of the  Executive  and  Contributions
Committees of the Board. Director of the Company since 1997. Age: 70.

THOMAS A. HAYS

Retired  Deputy  Chairman of The May  Department  Stores  Company,  a nationwide
retailing organization.  Mr. Hays joined the May organization in 1969. He served
as Vice  Chairman  from 1982 to 1985 and  President  from 1985 to 1993,  when he
became Deputy Chairman.  He is a member of the  Contributions  Committee and the
Human Resources  Committee and since February 2003, the Nominating and Corporate
Governance  Committee of the Board.  He was a member of the Executive  Committee
until February 2003.  Director of the Company since 1997.  Other  directorships:
Leggett & Platt Incorporated. Age: 70.

                                       3




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  Committee,  Human Resources Committee and since February 2003, the
Executive  Committee  of the Board.  Director of the Company  since 1997.  Other
directorships:  Brown Shoe  Company,  Inc.;  Ralcorp  Holdings  Inc.;  Energizer
Holdings,  Inc.;  CILCORP (since January 2003); CILCO (since January 2003). Age:
67.

GORDON R. LOHMAN

Retired Chairman and Chief Executive Officer of AMSTED Industries  Incorporated,
Chicago,  Illinois,  a  manufacturer  of  railroad,  construction,  and  general
industrial  products.  Mr. Lohman was elected  President of AMSTED Industries in
1988 and became Chief Executive Officer in 1990 and Chairman in 1997. Mr. Lohman
is a member of the  Executive  and Human  Resources  Committees  of the Board of
Directors.  Director of the Company  since 1997.  Other  directorships:  Fortune
Brands, Inc. Age: 68.

RICHARD A. LUMPKIN

Chairman of  Consolidated  Communications,  Inc., a  telecommunications  holding
company.  Mr. Lumpkin  assumed his present  position as Chairman of Consolidated
Communications,  Inc.  on  January  1, 2003 upon the  acquisition  of the former
Illinois Consolidated  Telephone Company from McLeodUSA  Incorporated.  Prior to
the  acquisition,  Mr. Lumpkin had served as President of Illinois  Consolidated
Telephone Company since 1977 and also Chairman and Chief Executive Officer since
1990.  As a result  of a  September  1997  merger,  he also had  served  as Vice
Chairman of  McLeodUSA  Incorporated  until  April 2002.  In order to complete a
recapitalization, McLeodUSA Incorporated filed, in January 2002, a prenegotiated
plan of  reorganization  through a Chapter 11 bankruptcy  petition  filed in the
United  States  Bankruptcy  Court for the District of  Delaware.  In April 2002,
McLeodUSA  Incorporated's plan of reorganization became effective and it emerged
from Chapter 11 protection. Mr. Lumpkin is a member of the Auditing Committee of
the Board.  Director  of the  Company  since 1997.  Other  directorships:  First
Mid-Illinois  Bancshares,  Inc.; First Mid-Illinois Bank & Trust; CILCORP (since
January 2003); CILCO (since January 2003). Age: 68.

                                       4




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 a member  of the  Human  Resources  Committee,  Nominating  and  Corporate
Governance  Committee  and  Executive  Committee  of the Board.  Director of the
Company since 1997. Other directorships: Brown Shoe Company, Inc. Age: 69.

HANNE M. MERRIMAN

Principal  in Hanne  Merriman  Associates,  Washington,  D.C.,  retail  business
consultants.  Ms.  Merriman  is a  member  of the  Contributions  Committee  and
Nominating  and  Corporate  Governance  Committee of the Board.  Director of the
Company  since 1997.  Other  directorships:  Ann Taylor Stores  Corporation;  US
Airways  Group,  Inc.;  State Farm Mutual  Automobile  Insurance  Co.; The Rouse
Company; T. Rowe Price Mutual Funds; Finlay Enterprises, Inc. Age: 61.

PAUL L. MILLER, JR.

President and Chief Executive Officer of P. L. Miller & Associates, a management
consultant  firm which  specializes  in  strategic  and  financial  planning for
privately held companies and distressed businesses and in international business
development.  He is also a principal in a financial  advisory  firm for small to
middle market companies.  Mr. Miller has served as president of an international
subsidiary of an investment banking firm, and for over 20 years was president of
consumer product  manufacturing  and  distribution  firms. He is a member of the
Executive and Auditing  Committees  of the Board.  Director of the Company since
1997. Other  directorships:  CILCORP (since January 2003);  CILCO (since January
2003). Age: 60.

CHARLES W. MUELLER

Chairman and Chief Executive  Officer of the Company,  Union Electric and Ameren
Services and Chairman of CILCORP AND CILCO.  Mr.  Mueller  began his career with
Union  Electric in 1961 as an engineer.  He was named  Treasurer  in 1978,  Vice
President-Finance  in 1983,  Senior  Vice  President-Administrative  Services in
1988,  President in 1993 and Chief  Executive  Officer in 1994.  Mr. Mueller was
elected  Chairman,  President  and Chief  Executive  Officer of Ameren  upon the
Merger. He relinquished his position as President of Ameren,  Union Electric and
Ameren Services in 2001. He was elected Chairman of CILCORP and CILCO in January
2003. He is a member of the Executive and Contributions Committees of the Board.
Director  of the  Company  since  1997.  Mr.  Mueller is Chairman of the Federal
Reserve Bank of St. Louis.  Other  directorships:  Union Electric  (since 1993);
CIPS (since 1997);  CILCORP (since  January  2003);  CILCO (since January 2003);
Angelica Corporation. Age: 64.

                                       5




DOUGLAS R. OBERHELMAN

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

HARVEY SALIGMAN

Partner of Cynwyd Investments,  a family real estate  partnership.  Mr. Saligman
also served in various  executive  capacities in the consumer  products industry
for more than 35 years.  He is a member of the Auditing  Committee of the Board.
Director of the Company since 1997. Other directorships:  CILCORP (since January
2003); CILCO (since January 2003). Age: 64.

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

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

Certain Relationships and Related Transactions

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

                                       6




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

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

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

     Age  Policy -  Directors  who  attain age 72 prior to the date of an annual
meeting  cannot be designated as a nominee for election at such annual  meeting.
Director Wogsland is completing his 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.

                                       7



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

     The general functions of the Auditing Committee include: (1) reviewing with
management and the independent  accountants the adequacy of the Company's system
of internal  accounting  controls;  (2)  reviewing  the scope and results of the
annual examination and other services performed by the independent  accountants;
(3) reviewing with  management  and the  independent  accountants  the Company's
annual audited financial  statements and recommending to the Board the inclusion
of such  financial  statements in the Company's  Annual Report on Securities and
Exchange Commission (the "SEC") Form 10-K; (4) reviewing with management and the
independent  accountants  the  Company's  quarterly  financial  statements;  (5)
reviewing with management and the independent accountants the Company's earnings
press  releases;  (6)  appointing,  compensating  and  overseeing of independent
accountants  and  pre-approving  audit and other services they perform;  and (7)
reviewing  the scope of audits  and  annual  budget  of the  Company's  internal
auditors.  The  Auditing  Committee  regularly  reviews its written  charter and
recommends to the Board of Directors  changes to the charter.  The Board adopted
changes to the charter in 2003, in part to take into account the adoption of the
Sarbanes-Oxley  Act of  2002.  A copy  of the  revised  written  charter  of the
Auditing Committee is attached hereto as Appendix A. The Auditing Committee held
seven meetings in 2002.

     The Contributions Committee makes policies and recommendations with respect
to charitable  and other  contributions.  The  Contributions  Committee held two
meetings in 2002.

     The Executive Committee has such duties as may be delegated to it from time
to time  by the  Board  and has  authority  to act on  most  matters  concerning
management  of  the  business  during  intervals  between  Board  meetings.  The
Executive Committee held six meetings in 2002.

     The Human Resources  Committee  considers the  qualifications  of executive
personnel and recommends changes therein,  reviews the compensation of the Chief
Executive  Officers and other officers of the Company and its  subsidiaries  and
considers and acts on important policy matters affecting Company personnel.  The
Human Resources Committee held three meetings in 2002.

                                       8




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

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

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

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

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

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

                                       9




Item (2):  Stockholder  Proposal Relating to the Storage of Irradiated Fuel Rods
at the Callaway Nuclear Plant

     Proponents of the stockholder proposal described below notified the Company
of their intention to attend the 2003 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:
As  long  as the  Callaway  nuclear  power  plant  operates,  it  will  continue
generating  radioactively  and thermally hot,  irradiated fuel rods that must be
cooled,  after removal from the Reactor Vessel, and placed in wet storage in the
on-site Spent Fuel Pool for at least five years before they can be moved.

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

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

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

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

                                       10




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

RESOLVED:
In light of  heightened  public  safety  concerns,  we request  that the Company
prepare a report,  at reasonable  cost, that outlines the current  vulnerability
and  substantial  risks of the interim  storage of  irradiated  fuel rods at the
Callaway  Plant and that proposes  measures to reduce those risks. A copy of the
report,  omitting proprietary and security  information,  should be available to
shareholders on request by August 2003.

SUPPORTING STATEMENT

Ameren remains  morally  responsible and  financially  liable for Callaway,  for
securing its radioactive  wastes,  and for protecting its workers and the public
into the indefinite future. We believe this study is essential for realistic and
responsible economic and ethical planning.


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

     In light of the extensive  regulation by the Nuclear Regulatory  Commission
(the  "NRC") on  security  issues at nuclear  power  plants and the  proprietary
nature of the security information  requested by this proposal,  the Board is of
the opinion that developing information in the form requested is unnecessary and
would increase expenses without a commensurate increase in relevant information.

     o    In March 2002 the Honorable Edward McGaffigan, Jr., Commissioner - NRC
          stated:  "Long  before  September  11,  the NRC had  put in  place  at
          commercial  nuclear power plants the most robust  security  regime for
          any commercial facilities in this country." U.S. nuclear power plants,
          including  the  Callaway  Plant,  were the most secure of the nation's
          industrial facilities before September 11, 2001, and security programs
          have  been  significantly  enhanced  during  the past  year.  In fact,
          nuclear  power  plants  are  one  of  the  benchmarks  for  industrial
          security.

     o    The nuclear  power  industry,  including  Callaway,  has been  closely
          working with the NRC and the Office of Homeland  Security to develop a
          coordinated,  seamless security system (including resources within and
          beyond the  industry's  direct  control)  that assures that plants are
          protected against any conceivable attack.

     o    The industry has analyzed the potential impacts of aircraft attacks to
          nuclear  plants  and found  that  structures  such as the  containment
          building  and spent fuel pool would not be  breached  by the  aircraft
          impact.

                                       11



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

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

Item (3):  Other Matters

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

                               SECURITY OWNERSHIP

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

                                       12




     Security  Ownership of Management - The following  table sets forth certain
information known to the Company with respect to beneficial  ownership of Ameren
Common  Stock as of  February  1, 2003 for (i) each  Director  and  nominee  for
Director of the Company, (ii) the Company's Chairman and Chief Executive Officer
and the four other most  highly  compensated  executive  officers of the Company
(and/or its  subsidiaries)  whose salary and bonus for the Company's 2002 fiscal
year were in excess of $100,000  named in the Summary  Compensation  Table below
(the "Named Executive  Officers"),  and (iii) all executive officers,  Directors
and nominees for Director as a group.

                                            Number of
                                            Shares of
                                          Common Stock             Percent
        Name                            Beneficially Owned      Owned

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

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

* Less than one percent

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

                                       13




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

          group as  described  above  by the sum of the  159,716,534  shares  of
          Common Stock  outstanding on February 1, 2003 and the number of shares
          of Common  Stock that such person or group had the right to acquire on
          or within 60 days of February 1, 2003, including,  but not limited to,
          upon the exercise of options.
      Director  Hays' shares are held by TMH  Investment  Co. Ltd., a family
          partnership of which he is the managing general  partner.
      Director  Wogsland  is  completing  his 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.

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


                                       14




                             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  SEC,  including  this  proxy
statement, in whole or in part, the following Ameren Corporation Human Resources
Committee  Report  on  Executive   Compensation   shall  not  be  deemed  to  be
incorporated by reference into any such filings.

Ameren Corporation Human Resources Committee Report on Executive Compensation

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

     o    Base salary,

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

     o    Long-term stock-based awards.

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

                                       15




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

     The third  component  of the 2002  executive  compensation  program  is the
Long-Term  Incentive Plan of 1998, which also ties  compensation to performance.
The Plan was  approved  by Ameren  Corporation  shareholders  at its 1998 Annual
Meeting and provides  for the grant of options,  restricted  stock,  performance
awards,  stock  appreciation  rights  and  other  awards.  The  Human  Resources
Committee  determines who  participates  in the Plan and the number and types of
awards to be made. It also sets the terms, conditions,  performance requirements
and limitations applicable to each award under the Plan. Since 2001, awards have
been  exclusively  in the form of restricted  stock.  Awards under the 1998 Plan
have been at levels that  approximate  the median of the range of awards granted
by similar companies.

     In  determining  the  reported  2002  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 2002 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

                                       16





Compensation Tables

     The following tables set forth  compensation  information,  for the periods
indicated,  for the Company's Named Executive  Officers for services rendered in
all capacities to the Company and its  subsidiaries.  No options were granted in
fiscal year 2002 to any Named Executive Officer.




                           SUMMARY COMPENSATION TABLE

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

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

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

G. L. Randolph     2002    309,000    93,936          185,385       -             17,496
Senior Vice        2001    291,000    74,900          174,594       -             20,062
President,         2000    276,000    78,700             -        14,100          11,729
Union Electric,
CIPS and AEG

P. A. Agathen      2002    296,000    89,984          177,608       -             44,840
Senior Vice        2001    285,000    69,600          171,019       -             37,167
President,         2000    272,000    71,800             -        32,600          27,408
Union Electric,
CIPS, Ameren
Services and
AEG


                                       17





                     SUMMARY COMPENSATION TABLE (Cont.)

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

W. L. Baxter       2002    293,333   128,000          168,003        -             3,408
Senior Vice        2001    248,000    61,600           92,784        -             5,095
President (Chief   2000    220,000    47,000             -        14,100           4,634
Financial Officer),
Ameren, CIPS,
Union Electric,
Ameren Services,
and AEG



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

                                       18






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

                                    (a)           (b)

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

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

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





                       AGGREGATED OPTION EXERCISES IN 2002
                             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                -            -          168,525        134,675         739,802       1,173,236

G. L. Rainwater              -            -           41,450         44,850         200,020         342,384

G. L. Randolph               -            -           24,150         18,350         102,991         143,860

P. A. Agathen                -            -           58,150         44,850         235,926         342,384

W. L. Baxter                 -            -           22,850         18,350          95,887         143,860




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

                                       19





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.

                                       20



     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 Named Executive
Officer listed if he were to retire at age 65 at his 2002 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                         $349,000

G. L. Rainwater            2011                          180,000

G. L. Randolph             2013                          158,000

P. A. Agathen              2012                           86,000

W. L. Baxter               2026                          135,000


                   ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS

Change of Control Severance Plan

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

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

                                       21




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


                            AUDITING COMMITTEE REPORT

     The Auditing  Committee reviews Ameren  Corporation's  financial  reporting
process on behalf of the Board of Directors. In fulfilling its responsibilities,
the Committee has reviewed and discussed the audited financial  statements to be
included in the 2002 Annual Report on SEC Form 10-K with Ameren's management and
the  independent  accountants.  Management  is  responsible  for  the  financial
statements and the reporting process, including the system of internal controls.
The  independent  accountants  are  responsible for expressing an opinion on the
conformity of those audited  financial  statements  with  accounting  principles
generally accepted in the United States.

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

                                       22



     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, 2002, for filing with the Securities and Exchange Commission.

                                      Auditing Committee:

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


                                       23





                                PERFORMANCE GRAPH

                         5 Year Cumulative Total Return

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

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



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

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

                                       24





                             INDEPENDENT ACCOUNTANTS

Fiscal Year 2002

     PricewaterhouseCoopers LLP served as the independent accountants for Ameren
and its  subsidiaries  in 2002  (excluding  CILCORP and CILCO acquired in 2003).
Representatives  of the firm are  expected  to be present at the Annual  Meeting
with the  opportunity  to make a statement if they so desire and are expected to
be available to respond to appropriate questions.

Audit Fees:

     The    aggregate    fees    billed   or    expected   to   be   billed   by
PricewaterhouseCoopers  LLP for professional services rendered for (i) the audit
of the consolidated  annual financial  statements of Ameren included in Ameren's
Annual Report to  Shareholders  (and  incorporated by reference in Ameren's Form
10-K) and the annual financial statements of its subsidiaries  included in their
Forms 10-K for fiscal  year 2002;  (ii) the reviews of the  quarterly  financial
statements  included in the Forms 10-Q of Ameren and its  subsidiaries  for such
fiscal year;  and (iii) for comfort  letters and  assistance  with and review of
documents  filed with the SEC, were  $740,400.  All but $17,500 of the fees have
been billed through January 31, 2003.

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

Audit-Related Fees:

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

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

                                       25



Tax Fees:

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

Financial Information Systems Design and Implementation Fees:

     Ameren and its  subsidiaries did not engage  PricewaterhouseCoopers  LLP to
provide advice regarding financial information systems design and implementation
during the 2002 and 2001 fiscal years.

All Other Fees:

     The  aggregate   fees  billed  or  expected  to  be  billed  to  Ameren  by
PricewaterhouseCoopers  LLP during the 2002 fiscal  year for all other  services
rendered to Ameren and its subsidiaries totaled $99,800. Such services consisted
of (i) state regulatory  commission rate case support - $48,300;  (ii) reference
materials  - $1,500;  and  (iii)  internal  audit  services  pursuant  to a 2001
engagement - $50,000.

     Fees billed by  PricewaterhouseCoopers  LLP for all other services rendered
to Ameren and its subsidiaries during the 2001 fiscal year totaled $1,068,430.

Fiscal Year 2003

     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,    at   its    meeting   in   February    2003,    selected
PricewaterhouseCoopers LLP as the Company's independent accountants for 2003.


                              STOCKHOLDER PROPOSALS

     Any stockholder  proposal  intended for inclusion in the proxy material for
the Company's 2004 Annual Meeting of  Stockholders  must be received by November
15, 2003.

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

                                       26



                                  MISCELLANEOUS

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

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


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

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

                                       27





AMEREN CORPORATION                                                    APPENDIX A
AUDITING COMMITTEE CHARTER

PURPOSE

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

AUDITING COMMITTEE COMPOSITION AND MEETINGS:

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

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

                                      A-1



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

AUDITING COMMITTEE AUTHORITY, DUTIES AND RESPONSIBILITIES

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

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

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

                                      A-2



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

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

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

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

                                      A-3



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

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

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

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

                                      A-4



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

     12.  The Auditing Committee shall obtain and review disclosures made by the
Company's  principal executive officer and principal financial officer regarding
compliance   with  their   certification   obligations  as  required  under  the
Sarbanes-Oxley Act of 2002 and the rules promulgated  thereunder,  including the
Company's disclosure controls and procedures and internal controls for financial
reporting and evaluations thereof.

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

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

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

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

     17.  In  conjunction  with  management,  the  internal  auditors,  and  the
independent  accountants,   the  Auditing  Committee  shall  review  significant
financial risks to the Company and the steps taken to manage such risks.

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

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

                                      A-5



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

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

     22.  The Auditing  Committee  shall  prepare a report for  inclusion in the
Company's  annual  proxy  statement as required by rules of the  Securities  and
Exchange Commission and submit it to the Board for approval.

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

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

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

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

                                      A-6