8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

March 2, 2009

Commission File Number	Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification Number
1-14756	Ameren Corporation (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222	43-1723446

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 2, 2009, Gary L. Rainwater advised the Board of Directors (“Board”) of Ameren Corporation (“Ameren”) of his intention to relinquish his position as President and Chief Executive Officer of Ameren, effective May 1, 2009.  Mr. Rainwater will continue to serve as a director and as Executive Chairman of the company.

(c) Also on March 2, 2009, the Board made the following officer appointments, which will be effective May 1, 2009:

Thomas R. Voss, 61, will become President and Chief Executive Officer of Ameren.  Mr. Voss joined Union Electric Company (“UE”) in 1969 as an engineer. He was elected senior vice president of UE, Central Illinois Public Service Company (“CIPS”), and Ameren Services Company (“Ameren Services”) in 1999, of Ameren Energy Generating Company (“Genco”) in 2001, of CILCORP Inc. (“CILCORP”) and Central Illinois Light Company (“CILCO”) in 2003, and of Illinois Power Company (“IP”) in 2004.  Each of UE, CIPS, Ameren Services, Genco, CILCORP, CILCO and IP is a subsidiary of Ameren.  In 2003, Mr. Voss was elected president of Genco; he relinquished his presidency of this company in 2004. He was elected executive vice president and chief operating officer of Ameren in 2005. In 2006, he was elected executive vice president of UE, CIPS, CILCORP, CILCO and IP. In 2007, Mr. Voss was elected chairman, chief executive officer, and president of UE. He relinquished his positions at CIPS, CILCORP, CILCO and IP in 2007, and will relinquish his positions at UE effective May 1, 2009.  Upon Mr. Voss’s assumption of his new responsibilities, the position of chief operating officer of Ameren will be eliminated.

Effective as of May 1, 2009, Mr. Voss’s base salary will be increased from $477,400 to $750,000.  In addition, the target cash bonus for which he is eligible under Ameren’s 2009 executive incentive plan (“EIP”), described in the Compensation Discussion & Analysis section of Ameren’s definitive proxy statement for its 2008 annual meeting of shareholders filed with the Securities and Exchange Commission on March 6, 2008 (“CD&A”), has been increased, effective May 1, 2009, from 60% to 90% of his base salary.  Mr. Voss’s actual bonus under this program may vary from target based on his performance, UE’s performance for the first four months of 2009 and Ameren’s performance in accordance with the formulas and methodologies employed in the EIP, which are described in the CD&A.

Warner L. Baxter, 47, will relinquish his position as Executive Vice President and Chief Financial Officer of Ameren to become President and Chief Executive Officer of UE. Effective as of May 1, 2009 with his change in position, Mr. Baxter’s base salary will be increased from $552,900 to $575,000.

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Mr. Baxter will be succeeded by Martin J. Lyons, 42, who will become Chief Financial Officer of Ameren, while maintaining his current responsibilities as Senior Vice President and principal accounting officer.  Mr. Lyons joined Ameren, UE, CIPS, Genco, and Ameren Services in 2001 as controller. He was elected controller of CILCORP and CILCO in 2003. He was also elected vice president of Ameren, UE, CIPS, Genco, CILCORP, CILCO, and Ameren Services in 2003 and vice president and controller of IP in 2004. In 2007, his position at UE was changed to vice president and principal accounting officer. In 2008, Mr. Lyons was elected senior vice president and chief accounting officer of the Ameren companies.

Effective as of May 1, 2009, Mr. Lyons’s base salary will be increased from $314,600 to $390,000.  In addition, the target cash bonus for which he is eligible under the EIP, described in the CD&A, has been increased from 50% to 60% of his base salary.  Mr. Lyons’s actual bonus under this program may vary from target based on his performance and Ameren’s performance in accordance with the formulas and methodologies employed in the EIP, which are described in the CD&A.

(e) Effective as of May 1, 2009 with his change in position, Mr. Rainwater’s base salary will be decreased from $940,000 to $450,000.  In addition, the target cash bonus for which he is eligible under the EIP, described in the CD&A, has been decreased from 90% to 60% of his base salary.  Mr. Rainwater’s actual bonus under this program may vary from target based on his performance and Ameren’s performance in accordance with the formulas and methodologies employed in the EIP, which are described in the CD&A.

In addition, on March 2, 2009, the Human Resources Committee of Ameren’s Board (the “Committee”) authorized the issuance pursuant to the 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) of performance share unit awards for 2009 to the executive officers identified on the table attached as Exhibit 99.1 (collectively, the “Executive Officers”).  Each performance share unit represents the right to receive a share of Ameren’s common stock assuming certain performance criteria are achieved.  The actual number of performance share units which may be earned will vary from 0 percent to 200 percent of the target number of performance share units granted to each Executive Officer, based primarily on Ameren’s three-year total shareholder return (“TSR”) relative to a utility peer group and continued employment during such three-year period (the “Performance Period”).  In the event Ameren’s TSR relative to utility peers during the Performance Period is below the 30th percentile, no performance share units will be earned unless Ameren’s earnings per share during each year of the Performance Period, as determined by the Committee for this purpose, equals or exceeds $2.54.

Dividends on performance share units will accrue and be reinvested into additional performance share units throughout the Performance Period.  Because these performance share units will be earned only if performance goals over the Performance Period are attained, the amounts, if any, that will be payable to the Executive Officers pursuant to the performance share unit awards described above are not determinable at this time.  The Committee has the ability to amend the terms of the performance share unit awards, including the performance criteria, to the extent not adverse to the holders of an award.

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The form of performance share unit award for 2009 is attached as Exhibit 10.1 and is incorporated herein by reference.  The target number of performance share units issued to each Executive Officer for 2009 pursuant to the Omnibus Plan is set forth in the table attached as Exhibit 99.1 and is incorporated by reference herein.

The award agreements between Ameren and each of the Executive Officers provide that upon the occurrence of a “Change of Control” if Ameren continues to exist and its common stock is traded on the New York Stock Exchange (“NYSE”) or NASDAQ Stock Market (“NASDAQ”) (i) voluntary terminations of employment prior to the end of the performance period or terminations for “Cause” at any time prior to pay out of shares result in forfeiture of awards and (ii) a “qualifying termination” (as defined in the award agreement) of employment during the performance period does not change the manner in which awards are earned and become vested on December 31, 2011 and such awards will be paid in shares of Ameren common stock on January 1, 2012 or as soon as practicable thereafter.

The award agreements referenced above also provide that upon a “Change of Control” which occurs on or before December 31, 2011, if Ameren ceases to exist or its common stock is no longer traded on the NYSE or NASDAQ, the Omnibus Plan will be terminated and (i) the target number of performance share units together with accrued dividends thereon will be converted into nonqualified deferred compensation which will accrue interest at the prime rate as provided in the award agreement and, assuming continued employment, such amount will vest and be paid out on December 31, 2011, (ii) voluntary terminations of employment or terminations for “Cause” result in forfeiture of the amounts described above in (i) of this paragraph and (iii) qualifying terminations of employment result in an immediate payment of the amounts described above in (i) of this paragraph (except as otherwise provided in the awards).

The terms “Change of Control” and “Cause” have the meanings given them in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, effective October 10, 2008 (the “Plan”), to be filed as an exhibit to Ameren’s Annual Report on Form 10-K for the 2008 fiscal year, provided that the terms “Change of Control” and “Cause” are defined therein as they were defined in the Amended and Restated Ameren Corporation Change of Control Severance Plan, a copy of which was filed as Exhibit 10.5 to Ameren’s Current Report filed on Form 8-K dated February 16, 2006, and which has been replaced by the Plan.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing certain executive management changes at Ameren to be effective May 1, 2009, as well as new nominees for election to Ameren’s Board, is attached as Exhibit 99.2 and incorporated by reference herein.  The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Ameren under the Securities Act of 1933 or the Exchange Act.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  

Exhibit Number:	Title:
10.1	Form of Performance Share Unit for Award Issued in 2009 pursuant to 2006 Omnibus Incentive Compensation Plan.
99.1	Table of 2009 Target Performance Share Unit Awards Issued to Executive Officers.
99.2	Press release, dated March 2, 2009, regarding certain executive management changes at Ameren to be effective May 1, 2009, as well as new nominees for election to Ameren’s board of directors.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, Ameren has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Ameren Corporation

(Registrant)

By:  /s/ Steven R. Sullivan                                           

Steven R. Sullivan

Senior Vice President, General Counsel and

Secretary

Date:  March 2, 2009

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Exhibit Index

Exhibit Number:	Title:
10.1	Form of Performance Share Unit for Award Issued in 2009 pursuant to 2006 Omnibus Incentive Compensation Plan.
99.1	Table of 2009 Target Performance Share Unit Awards Issued to Executive Officers.
99.2	Press release, dated March 2, 2009, regarding certain executive management changes at Ameren to be effective May 1, 2009, as well as new nominees for election to Ameren’s board of directors.

EX-10.1

Exhibit 10.1

Performance Share Unit

Award Agreement

Ameren Corporation

2006 Omnibus Incentive Compensation Plan

March 2, 2009

Ameren Corporation

Performance Share Unit Award Agreement

THIS AGREEMENT, effective March 2, 2009, represents the grant of Performance Share Units by Ameren Corporation (the “Company”), to the Participant named below, pursuant to the provisions of the Ameren Corporation 2006 Omnibus Incentive Compensation Plan (the “Plan”).  The number of Shares ultimately earned and paid, if any, for such Performance Share Units will be determined pursuant to Section 3 of this Agreement.

The Plan provides a complete description of the terms and conditions governing the Performance Share Units.  If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will completely supersede and replace the conflicting terms of this Agreement.  All capitalized terms will have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.  The parties hereto agree as follows:

1.          Grant Information.  The individual named below has been selected to be a Participant in the Plan, as specified below:

(a)                 Participant:

(b)                 Target Number of Performance Share Units:

2.          Performance Period.  The performance period begins on January 1, 2009, and ends on December 31, 2011 (“Performance Period”).

3.          Performance Grid.  The number of Performance Share Units earned by the Participant under this Agreement will be determined in accordance with the following grid.  If the actual performance results fall between two of the categories listed below, straight-line interpolation will be used to determine the amount earned.  Payouts that otherwise would have been more than 100% of Target will be capped at Target if the Company’s total shareholder return (“TSR”) is negative over the three-year period.  TSR shall be calculated in the manner set forth in Exhibit 1 hereto and compared to the peer group identified in Exhibit 1.

Ameren’s Percentile in Total Shareholder Return vs.  Utility Peers During the Performance Period	Payout—Percent of Target Performance Share Units Granted
90th percentile +	200%
70th percentile	150%
50th percentile	100%
30th percentile	50%
<30th percentile but Earnings Per Share in each year of   the Performance Period is $2.54 or greater	30%
<30th percentile and Earnings Per Share in each year of           the Performance Period is not $2.54 or greater	0% (no payout)

4.          Calculation of Earned Performance Share Units.  The Committee, in its sole discretion, will determine the number of Performance Share Units earned by the Participant at the end of the Performance Period based on the performance of the Company, calculated using the performance grid set forth in Section 3 of this Agreement.

5.          Vesting of Performance Share Units.  Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan (“the Change of Control Severance Plan”)) of the Company and Section 10 relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below:

(a) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 2011; or

(b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2011, the Participant will be entitled to a prorated award based on the Target Number of Performance Share Units set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of his death, with such prorated number based upon the total number of days the Participant worked during the Performance Period; or

(c) Provided the Participant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to December 31, 2011, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2011; or

(d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2011, the following vesting schedule shall be applicable to the Performance Share Units:

 (i) If the Participant retires at an age of 55 to 61 with five (5) years of service— the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or

 (ii) If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company during the entire Performance Period.

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Termination of employment during the Performance Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 9 will require forfeiture of this entire award, with no payment to the Participant.

6.          Form and Timing of Payment.  All payments of vested Performance Share Units pursuant to this Agreement will be made in the form of Shares.  Except as otherwise provided in this Agreement, payment will be made upon the earliest to occur of the following:

(a) January 1, 2012 or as soon as practicable thereafter;

(b) The Participant’s death or as soon as practicable thereafter.

7.          Right as Shareholder.  Except as specifically set forth in this Agreement, the Participant shall not have voting or any other rights as a shareholder of the Company with respect to Performance Share Units.  The Participant will obtain full voting and other rights as a shareholder of the Company upon the payment of the Performance Share Units in Shares as provided in Section 6 or 9.

8.          Dividends.  The Participant shall be entitled to receive dividend equivalents, which represent the right to receive Shares measured by the dividend payable with respect to the corresponding number of Performance Share Units.  Dividend equivalents on Performance Share Units will accrue and be reinvested into additional Performance Share Units throughout the three-year Performance Period.  The additional Shares will be paid as set forth in Section 6 or 9 of this Agreement.

9.          Change of Control.

(a)          Company No Longer Exists.  Upon a Change of Control which occurs on or before December 31, 2011 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, the Target Number of Performance Share Units awarded as set forth in Section 1(b) of this Agreement plus the accrued dividends as of the date of the Change of Control shall be converted to nonqualified deferred compensation with the following features:

  (i) The initial amount of the nonqualified deferred compensation shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the Target Number of Performance Share Units awarded as set forth in section 1(b) of this Agreement plus the additional Performance Share Units attributable to accrued dividends;

  (ii) Interest on the nonqualified deferred compensation shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until such nonqualified deferred compensation is distributed or forfeited;

  (iii) If the Participant remains employed with the Company or its successor until the last day of the Performance Period, the nonqualified deferred compensation, plus

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interest, shall be paid to the Participant in an immediate lump sum on January 1, 2012, or as soon as practicable thereafter.

  (iv) If the Participant remains employed with the Company or its successor until his death or Disability which occurs before the last day of the Performance Period, the Participant (or his estate or designated beneficiary) shall immediately receive the nonqualified deferred compensation, plus interest, upon such death or Disability;

  (v) If the Participant has a qualifying termination (as defined in Section 9(c)) before the last day of the Performance Period, the Participant shall immediately receive the nonqualified deferred compensation, plus interest, upon such termination; provided that such distribution shall be deferred until the date which is six months following the Participant’s termination of employment to the extent required by Code Section 409A; and

  (vi) In the event the Participant terminates employment before the end of the Performance Period for any reason other than described in Sections (iv) or (v) above, the nonqualified deferred compensation, plus interest, will immediately be forfeited.

(b)          Company Continues to Exist.  If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock Exchange or the NASDAQ Stock Market, the Performance Share Units will pay out upon the earliest to occur of the following:

  (i) As set forth in Section 6 (“Form and Timing of Payments”) of this Agreement; or

  (ii) If the Participant experiences a qualifying termination (as defined in Section 9(c)) during the two-year period following the Change of Control and the termination occurs prior to January 1, 2012, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed for the entire Performance Period will vest on December 31, 2011 and the vested Performance Share Units will be paid in Shares on January 1, 2012 or as soon as practicable thereafter.

(c)          Qualifying Termination.  For purposes of Sections 9(a)(v) and 9(b)(ii), a qualifying termination means (i) an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) a voluntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Management Employees (as in effect immediately prior to the Change of Control).

(d)          Termination in Anticipation of Change of Control.  If a Participant qualifies for benefits as provided in the last sentence of Section 4.1 of the Change of Control Severance Plan, or if a Participant is not a Participant in the Change of Control Severance Plan but is terminated within six (6) months prior to the Change of Control and qualifies for severance benefits under the Company’s general severance plan and the Participant’s termination of employment occurs before December 31, 2011, then the Participant shall receive (i) upon a Change of Control described in Section 9(a), an

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immediate cash payout equal to the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the Target Number of Performance Share Units awarded as set forth in Section 1(b) of this Agreement plus the additional Performance Share Units attributable to accrued dividends or (ii) upon a Change of Control described in Section 9(b), the payout provided for in Section 9(b).

10.          Termination for Cause.  Termination of employment for Cause at any time prior to payout of the Shares will require forfeiture of the entire Performance Share Unit Award, with no distribution of any Shares to the Participant.

11.          Nontransferability.  Performance Share Units awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”) other than by will or by the laws of descent and distribution, except as provided in the Plan.  If any Transfer, whether voluntary or involuntary, of Performance Share Units is made, or if any attachment, execution, garnishment, or lien will be issued against or placed upon the Performance Share Units, the Participant’s right to such Performance Share Units will be immediately forfeited to the Company, and this Agreement will lapse.

12.          Requirements of Law.  The granting of Performance Share Units under the Plan will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

13.          Tax Withholding.  The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.

14.          Stock Withholding.  With respect to withholding required upon any taxable event arising as a result of Performance Share Units granted hereunder, the Company, unless notified otherwise by the Participant in writing within thirty (30) days prior to the taxable event, will satisfy the tax withholding requirement by withholding Shares having a Fair Market Value equal to the total minimum statutory tax required to be withheld on the transaction.  The Participant agrees to pay to the Company, its Affiliates, and/or its Subsidiaries any amount of tax that the Company, its Affiliates, and/or its Subsidiaries may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.

15.          Administration.  This Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which will be binding upon the Participant.

16.          Continuation of Employment.  This Agreement will not confer upon the Participant any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor will this Agreement interfere in any way with the Company’s, its Affiliates’, and/or its Subsidiaries’ right to terminate the Participant’s employment at any time.

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17.          Amendment to the Plan.  The Plan is discretionary in nature and the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.

18.          Amendment to this Agreement.  The Company may amend this Agreement in any manner, provided that no such amendment may adversely affect the Participant’s rights hereunder without the Participant’s written approval.

19.          Successor.  All obligations of the Company under the Plan and this Agreement, with respect to the Performance Share Units, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substan­tially all of the business and/or assets of the Company.

20.          Severability.  The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.

21.          Applicable Laws and Consent to Jurisdiction.  The validity, construction, interpretation, and enforceability of this Agreement will be determined and governed by the laws of the State of Missouri without giving effect to the principles of conflicts of law.  For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation will be conducted in the federal or state courts of the State of Missouri.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of March 2, 2009.

    Ameren Corporation

       Senior Vice President and Chief

       Human Resources Officer—

By:__________________________________

Participant

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EXHIBIT 1

Total Shareholder Return

Total Shareholder Return shall be calculated as follows:

*In practice, dividends will be treated as having been reinvested quarterly.

Peer Group

Following are the peer group companies.  In order to be counted in the final calculations, a company must still have a ticker at the end of the performance period.

Company	Ticker	Company	Ticker
AMERICAN ELECTRIC POWER CO	AEP	NORTHEAST UTILITIES	NU
ALLIANT ENERGY CORPORATION	LNT	NSTAR	NST
CONSOLIDATED EDISON INC	ED	OGE ENERGY	OGE
DOMINION RESOURCES INC	D	PEPCO HOLDINGS INC	POM
DTE ENERGY CO	DTE	PINNACLE WEST CAPITAL CORP	PNW
DUKE ENERGY	DUK	PROGRESS ENERGY	PGN
EDISON INTERNATIONAL	EIX	SCANA	SCG
FIRSTENERGY CORP	FE	SOUTHERN CO	SO
FPL GROUP INC	FPL	WESTAR ENERGY, INC.	WR
GREAT PLAINS ENERGY INC	GXP	WISCONSIN ENERGY	WEC
INTEGRYS	TEG	XCEL ENERGY INC	XEL

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EX-99.1

Exhibit 99.1

Table of 2009 Target Performance Share Unit Awards

Issued to Executive Officers

Executive Officers	2009 Performance Share Unit Awards at Target (#)
G. L. Rainwater, Chairman, President and Chief Executive Officer, Ameren	91,574
W. L. Baxter, Executive Vice President and Chief Financial Officer, Ameren	30,781
T. R. Voss, Executive Vice President and Chief Operating Officer, Ameren	26,584
S. R. Sullivan, Senior Vice President, General Counsel and Secretary, Ameren	23,226
M. J. Lyons, Senior Vice President and Chief Accounting Officer, Ameren	11,249
S. A. Cisel, Chairman, President and Chief Executive Officer, Central Illinois Light Company, Central Illinois Public Service Company and Illinois Power Company	21,658

EX-99.2

Exhibit 99.2

Media:	Analysts:
Susan Gallagher	Doug Fischer
(314) 554-2175	(314) 554-4859
sgallagher@ameren.com	dfischer@ameren.com

AMEREN BOARD ANNOUNCES EXECUTIVE MANAGEMENT CHANGES,

NOMINATES TWO NEW DIRECTORS FOR ELECTION AT ANNUAL MEETING IN APRIL

St. Louis, Mo., March 2, 2009---The board of directors of Ameren Corporation (NYSE:AEE) announced today that, effective May 1, 2009, Thomas R. Voss will succeed Gary L. Rainwater as president and chief executive officer of Ameren, with Rainwater remaining with Ameren in the role of executive chairman.  Voss is currently president and chief executive officer of AmerenUE, the company’s regulated Missouri utility company.

The board also nominated as directors Voss and Ellen M. Fitzsimmons, senior vice president of law and public affairs, general counsel and corporate secretary of CSX Corporation, a leading transportation supplier. Voss and Fitzsimmonsare nominees for election at the Ameren Corporation annual meeting of shareholders on April 28.

“Gary Rainwater will continue to serve Ameren as he has throughout his 30-year career with great distinction,” said Patrick T. Stokes, lead director of the Ameren board and former chairman of Anheuser-Busch Companies, Inc. “Gary has directed strategic planning for a range of corporate initiatives, including three acquisitions that tripled the company’s customer base over the past decade. More recently, his leadership was critical in formulating a strategic response to the global financial crisis and volatile market conditions. That response has included acting swiftly to increase the company’s liquidity by cutting spending and reducing the common stock dividend—a tough but necessary decision.  Gary’s strong leadership and principled approach have positioned the company for future success.”

Rainwater noted that Voss brings to the position of president and chief executive officer 40 years of experience at the company.  “Tom’s leadership skills have improved operations in many segments of our enterprise, from his service in our energy delivery operations in Illinois to his initiatives to improve reliability at AmerenUE.  His deep industry knowledge and hands-on

experience in areas ranging from energy trading to non-rate-regulated generation to nuclear power make him an ideal choice for the CEO position,” said Rainwater.

Voss noted that he appreciates the trust that the Ameren board has vested in him.  “I believe this is a great company with many strengths and that we are positioned to succeed by pursuing our key strategies of investing in our regulated businesses, building constructive regulatory frameworks and optimizing our existing non-rate-regulated generation assets,” he said.  “Most of all, we are focused on delivering safe and affordable energy, while achieving solid returns for our shareholders.At Ameren, we pledge to provide reliable power, dedicated customer service and a vision for a sustainable future.  We listen.  We respond.  We deliver.”

Replacing Voss as president and chief executive officer of AmerenUE will be Warner L. Baxter, who is currently executive vice president and chief financial officer of Ameren and president and chief executive officer of Ameren Services Company.  “This position will allow Warner to gain additional operations experience that will prove invaluable in his overall development as a senior leader of the company,” said Voss.  “He has provided strong leadership in the areas of finance and accounting over the last 13 years.”

Daniel F. Cole, now senior vice president, administration, Ameren Services, will replace Baxter as president and chief executive officer of Ameren Services. “With more than 30 years at the company, Dan brings a wealth of experience in directing administrative functions, including corporate planning.  Over the past five years, he has served as the senior executive in charge of areas as diverse as strategic sourcing and information technology and will continue to direct those operations, in addition to assuming senior management responsibility for strategic initiatives and enterprise risk management,” said Voss.

Martin J. Lyons, senior vice president and chief accounting officer, will, in addition to his current responsibilities, assume Baxter’s role as chief financial officer.  “Following a successful career in public accounting, Marty has served the company for more than eight years, assuming increasingly responsible positions within the finance function,” said Voss. “Marty brings abundant financial expertise and leadership experience to the vital role of chief financial officer.”

With assets of approximately $23 billion, Ameren, through its subsidiaries, serves approximately 2.4 million electric customers and nearly one million natural gas customers in a 64,000-square-mile area of Missouri and Illinois.

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BACKGROUND INFORMATION:

NAMED EXECUTIVE CHAIRMAN OF THE BOARD, AMEREN CORPORATION.  Gary L. Rainwater, 62, Ameren chairman, president and chief executive officer since 2004, was named executive chairman of the board.  In 2001, Rainwater was promoted to president and chief operating officer of Ameren, after serving as president and CEO of AmerenCIPS and of Ameren’s non-rate-regulated generating subsidiary.  Rainwater joined the company in 1979 as an engineer in Electric Transmission and Distribution, where he served for three years before joining Corporate Planning, where he held a series of increasingly responsible positions.  Rainwater directed the company’s strategic planning efforts and managed the power generation and transmission planning, wholesale power marketing and rate design functions.  Rainwater holds a bachelor of science degree in electrical engineering from the University of Missouri-Columbia and a master of systems management degree from the University of Southern California.

NAMED PRESIDENT AND CHIEF EXECUTIVE OFFICER, AMEREN CORPORATION AND NOMINATED FOR DIRECTOR OF THE AMEREN BOARD.  Thomas R. Voss, 61, was named president and chief executive officer of AmerenUE in January 2007.  Prior to this appointment, he served as president of a subsidiary that included all non-nuclear generation in addition to energy marketing, fuels procurement and transportation and fuels-related products and services.  Previously, he served as senior vice president over the design, construction, operation and maintenance of all gas and electric delivery systems and also of all customer care activities for Ameren’s utility companies.  Voss began his career with the company in 1969 after earning a bachelor’s degree in electrical engineering from the University of Missouri-Rolla, now Missouri University of Science and Technology.  He is a registered professional engineer in Missouri and Illinois.

NAMED PRESIDENT AND CHIEF EXECUTIVE OFFICER, AMERENUE. Warner L. Baxter, 47, was named executive vice president and chief financial officer in October 2003, after having been named senior vice president, finance, in September 2001.  In January 2007, he was elected to the additional position of president and chief executive officer of Ameren Services.  Baxter joined Union Electric Company in August 1995 as assistant controller and was named vice president and controller of Ameren Corporation following its formation in 1997.  During his career at the company, Baxter has been instrumental in negotiating the terms of the acquisitions of Illinois Power Company and CILCORP Inc. Before joining Ameren, Baxter served as senior manager of PricewaterhouseCoopers, LLP in New York City and St. Louis.  Baxter earned a bachelor of science degree in accounting from the University of Missouri-St. Louis.

NAMED PRESIDENT AND CHIEF EXECUTIVE OFFICER, AMEREN SERVICES COMPANY. Daniel F. Cole, 55, has served as senior vice president, administration, since October 2004.  Before that, from 2001 to 2003, Cole was president of the company’s Illinois-based, non-rate-regulated generating subsidiary. Cole has responsibility for the transmission, supply chain, real estate, facilities management, environmental compliance and information technology functions of the company.  Cole was named a senior vice president of Ameren Services in 1999, after serving as vice president of corporate planning.  He joined Union Electric Company in 1976 as an engineer at the Callaway Nuclear Plant, where he assumed progressively greater levels of responsibility in engineering roles.  He has represented Ameren on the Economics and Strategic Planning Committees of the Edison Electric Institute (EEI)--the association of investor-owned electric utility companies in the United States.  He is a registered professional engineer in Missouri and Illinois and holds both bachelor’s and master’s degrees in Engineering Management from the University of Missouri-Rolla, now Missouri University of Science and Technology.

NAMED SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, AMEREN CORPORATION. Martin J. Lyons, 42, was named senior vice president and chief accounting officer in January 2008, after serving for five years as vice president and controller.  In his current position, Lyons is responsible for tax reporting and compliance, investor relations, accounting and financial reporting and commodity risk management.  He joined Ameren in 2001 as controller after serving as a partner in PricewaterhouseCoopers’ St. Louis office, where he provided auditing and consulting services, with a focus on utility clients.   Lyons earned a bachelor's of science degree in accounting from Saint Louis University and a master’s degree in business administration from Washington University in St. Louis.  He is the current chairman

of the EEI Executive Advisory Committee of Chief Accounting Officers.  Lyons is a member of the American Institute of Certified Public Accountants and the Missouri Society of Certified Public Accountants.

NOMINATED FOR DIRECTOR OF THE AMEREN BOARD. Ellen M. Fitzsimmons, 48, is senior vice president of law and public affairs, general counsel and corporate secretary of CSX Corporation.  She joined CSX Corporation in 1991 and has served in her current position since December 2003. Fitzsimmons oversees all legal, government relations and public affairs activities for CSX.  During her 17-year tenure with CSX, her responsibilities have included key roles in major risk- and corporate governance-related areas.