DEF 14A 1 cips2002proxy.txt CIPS2002PROXY SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ( X ) Filed by a Party other than the Registrant ( ) Check the appropriate line: ____ Preliminary Proxy Statement ____ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) _X__ Definitive Proxy Statement ____ Definitive Additional Materials ____ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Name of Registrant as Specified in its Charter) Name of Person(s) Filing Proxy Statement, if other than the Registrant Payment of Filing Fee (Check the appropriate line): _X__ No fee required. ____ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ____ Fee paid previously with preliminary materials. ____ Check line if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount previously paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: [GRAPHIC OMITTED][GRAPHIC OMITTED] NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Time: 9:00 A.M. Tuesday April 23, 2002 Place: Powell Symphony Hall 718 North Grand Boulevard St. Louis, Missouri IMPORTANT Admission to the meeting will be by ticket only. If you plan to attend, please advise the Company in your proxy vote (by telephone or by checking the appropriate box on the proxy card). Persons without tickets will be admitted to the meeting upon verification of their stockholdings in the Company. Please vote by proxy (via telephone or the enclosed proxy card) even if you own only a few shares. If you attend the meeting and want to change your proxy vote, you can do so by voting in person at the meeting. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To the Stockholders of CENTRAL ILLINOIS PUBLIC SERVICE COMPANY We will hold the Annual Meeting of Stockholders of Central Illinois Public Service Company at Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on Tuesday, April 23, 2002, at 9:00 A.M., for the purposes of (1)electing Directors of the Company for terms ending in April 2003; and (2)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 capital stock at the close of business on March 11, 2002, you are entitled to vote at the meeting and at any adjournment thereof. All shareowners are requested to be present at the meeting in person or by proxy so that a quorum may be assured. You may vote via telephone or, if you prefer, you may sign and return the enclosed proxy card in the enclosed envelope. Your prompt vote by proxy will reduce expenses. Instructions for voting by telephone are included with this mailing. If you attend the meeting, you may revoke your proxy by voting in person. By order of the President and the Board of Directors. STEVEN R. SULLIVAN Secretary St. Louis, Missouri March 28, 2002 PROXY STATEMENT OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (First sent or given to stockholders March 28, 2002) Principal Executive Offices: 607 East Adams Street, Springfield, IL 62739 This solicitation of proxies is made by the Board of Directors of Central Illinois Public Service Company, d/b/a AmerenCIPS ("CIPS" or the "Company"), for use at the Annual Meeting of Stockholders of the Company to be held on Tuesday, April 23, 2002, and at any adjournment thereof. As a result of a merger effective December 31, 1997 (the "Merger"), the Company, Union Electric Company, d/b/a AmerenUE ("Union Electric"), Ameren Services Company ("Ameren Services"), AmerenEnergy Resources Company ("AER"), and AmerenEnergy, Inc. ("AE") are the principal first tier subsidiaries of Ameren Corporation ("Ameren"), a holding company. As information, the CIPS annual meeting will be held in conjunction with the Ameren and Union Electric annual meetings. VOTING Who Can Vote Only stockholders of record at the close of business on the Record Date, March 11, 2002, are entitled to vote at the meeting. The voting securities of the Company on such date consisted of 25,452,373 shares of Common Stock, all of which were owned by Ameren, and 800,000 shares of Cumulative Preferred Stock of various series. 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. It is important that you vote promptly so that your shares are counted toward the quorum. Each stockholder is entitled to one vote for each share of stock of the Company (whether common or preferred) held, on each matter submitted to a vote at the meeting, except that in the election of directors, each stockholder is entitled to vote cumulatively and therefore may give one nominee votes equal to the number of directors to be elected, multiplied by the number of shares held by such stockholder, or such votes may be distributed among any two or more nominees. The proxies seek discretionary authority to cast cumulative votes in the election of Directors. 1 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. Holders of depositary shares ("Depositary Shares") representing one-quarter of one share of 6.625% Cumulative Preferred Stock of the Company will receive a form of proxy so that they may instruct Ameren Services, as depository agent, as to the manner of voting such Depositary Shares. The depository agent will vote whole shares of 6.625% Cumulative Preferred Stock based on those instructions from holders of Depositary Shares. 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 capital 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 capital 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). On any other matters, the named proxies will use their discretion. In Person. You may come to the meeting and cast your vote there. Only stockholders of record at the close of business on the Record Date, March 11, 2002, are entitled to vote at the meeting. 2 How You Can Revoke Your Proxy You may revoke your proxy at any time after you give it and before it is voted by delivering either a written revocation or a signed proxy bearing a later date to the Secretary of the Company or by voting in person at the meeting. ITEMS TO BE CONSIDERED Item (1): Election of Directors Five Directors are to be elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. The nominees designated by the Board of Directors, all of whom are executive officers of the Company or its affiliates, are listed below with information about their principal occupations and backgrounds. PAUL A. AGATHEN Senior Vice President of the Company, Union Electric and Ameren Services. Mr. Agathen was employed by Union Electric in 1975 as an attorney. He was named General Attorney of Union Electric in 1982, Vice President, Environmental and Safety in 1994 and Senior Vice President in 1996. He was elected to his present position at Ameren Services upon the Merger and at the Company and Union Electric in 2001. Director of the Company since 1997. Other directorships: Union Electric (since 1998). Age: 54. WARNER L. BAXTER Senior Vice President of the Company, Ameren, Union Electric and Ameren Services. From 1983 to 1995, Mr. Baxter was employed by Price Waterhouse (now PricewaterhouseCoopers LLP). Mr. Baxter joined Union Electric in 1995 as Assistant Controller. He was promoted to Controller of Union Electric in 1996 and was elected Vice President and Controller of Union Electric, Ameren and Ameren Services in 1998. He was elected Vice President and Controller of the Company in 1999. Mr. Baxter was elected to his present position at the Company, Ameren, Union Electric and Ameren Services in 2001. Other directorships: Union Electric (since 1999). Age: 40. 3 CHARLES W. MUELLER Chairman and Chief Executive Officer of Ameren, Union Electric and Ameren Services. Mr. Mueller began his career with Union Electric in 1961 as an engineer. He was named Treasurer in 1978, Vice President-Finance in 1983, Senior Vice President-Administrative Services in 1988, President in 1993 and Chief Executive Officer in 1994. Mr. Mueller was elected Chairman, President and Chief Executive Officer of Ameren upon the Merger. He relinquished his position as President of Ameren, Union Electric and Ameren Services in 2001. Director of the Company since 1997. Mr. Mueller is Chairman of the Federal Reserve Bank of St. Louis. Other directorships: Ameren (since 1997); Union Electric (since 1993); Angelica Corporation. Age: 63. GARY L. RAINWATER President and Chief Executive Officer of the Company and President and Chief Operating Officer of Ameren, Union Electric and Ameren Services. Mr. Rainwater was elected Executive Vice President of the Company in January 1997 and was named to his present position in December 1997. Before joining the Company he worked for Union Electric for 17 years, beginning his career in 1979 as an engineer. He was named General Manager-Corporate Planning in 1988 and Vice President in 1993. Mr. Rainwater was elected President of AER in 1999. He was elected President and Chief Operating Officer of Ameren, Union Electric and Ameren Services in 2001 at which time he relinquished his position as President of AER. Director of the Company since 1997. Other directorships: Union Electric (since 1998). Age: 55. THOMAS R. VOSS Senior Vice President of the Company, Union Electric and Ameren Services. Mr. Voss began his career with Union Electric in 1969 as an engineer. After four years of military service, he returned to Union Electric and from 1975 to 1988, held various positions including district manager and distribution operating manager. Mr. Voss was elected Vice President of the Company in 1998. Mr. Voss was elected to his present position with the Company, Union Electric and Ameren Services in 1999. Mr. Voss was elected by the Company's Board of Directors on October 25, 2001 to serve as Director for the remainder of the term of Donald E. Brandt who resigned on August 29, 2001. Other directorships: Union Electric (since 2001). Age: 54. The five nominees for Director who receive the most votes will be elected. 4 The Board of Directors knows of no reason why any nominee will not be able to serve as a Director. If, at the time of the Annual Meeting, any nominee is unable or declines to serve, the proxies may be voted for a substitute nominee approved by the Board. Board Meetings, Age Policy, Board Committees and Directors' Compensation Board Meetings - During 2001, the Board of Directors met or acted by unanimous written consent without a meeting seven times. All nominees attended all of the meetings of the Board for which they were eligible. 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. In addition, the eligibility of former employees, except for an employee who has been elected Chief Executive Officer of Ameren, Union Electric or CIPS is limited to the date upon which they retire, resign or otherwise sever active employment with the respective company. Board Committees - The Board of Directors has an Executive Committee which has such duties as may be delegated to it from time to time by the Board. The members of the Executive Committee are Messrs. Baxter, Mueller and Rainwater. Mr. Baxter was selected by the Company's Board of Directors to replace Mr. Brandt on the Executive Committee upon his August 2001 resignation. The Executive Committee met one time in 2001. The Board does not have any standing committees other than the Executive Committee. The Board committees of the Company's parent, Ameren, (including its Human Resources Committee and its Auditing Committee) perform committee functions for the Company's Board. Ameren's Board of Directors has adopted a written charter for the Auditing Committee, which was included as an appendix to the proxy statement for the 2001 Annual Meeting of Stockholders. Each of the members of Ameren's Auditing Committee is independent as defined by the New York Stock Exchange listing standards. Directors' Compensation - All nominees for Director are executive officers of Ameren or its subsidiaries, and they do not receive compensation for their services as a Director. 5 Item (2): Other Matters The Board of Directors does not know of any matters, other than the election of Directors, which may be presented to the meeting. SECURITY OWNERSHIP Securities of the Company All of the outstanding shares of the Company's Common Stock are owned by Ameren. Of the 800,000 shares of the Company's outstanding Cumulative Preferred Stock, no shares were owned by Directors and executive officers of the Company as of February 1, 2002.
Securities of Ameren Shares of Common Stock of Ameren Beneficially Owned Name as of February 1, 2002 ---- ---------------------- Paul A. Agathen 61,238 Warner L. Baxter 22,984 Donald E. Brandt(3) 347 Daniel F. Cole 23,380 Charles W. Mueller 179,129 Gary L. Rainwater 47,920 Garry L. Randolph 28,818 Thomas R. Voss 24,183 All Directors, nominees for Director and executive officers as a group 491,303 This column lists voting securities, including restricted stock held by executive officers over which the officers have voting power but no investment power. Also includes shares issuable within 60 days upon the exercise of stock options as follows: Mr. Agathen, 51,700; Mr. Baxter, 20,425; Mr. Cole, 17,075; Mr. Mueller, 152,575; Mr. Rainwater, 35,000; Mr. Randolph, 21,725; and Mr. Voss, 17,775. Reported shares include those for which a Director, nominee for Director or executive officer has voting or investment power because of joint or fiduciary ownership of the shares or a relationship with the record owner, most commonly a spouse, even if such Director, nominee for Director or executive officer does not claim beneficial ownership. Shares beneficially owned by all Directors, nominees for Director and executive officers in the aggregate do not exceed one percent of any class of equity securities outstanding. Mr. Brandt resigned as Director in August 2001. His shares reflect 347 shares of vested restricted stock. Mr. Brandt forfeited his remaining 5,180 restricted shares in connection with his resignation.
The address of all persons listed above is c/o Central Illinois Public Service Company, 607 East Adams Street, Springfield, Illinois 62739. 6 EXECUTIVE COMPENSATION Notwithstanding anything to the contrary set forth in any of the Company's filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate other filings with the Securities and Exchange Commission, including this proxy statement, in whole or in part, the following Ameren Corporation Human Resources Committee Report on Executive Compensation shall not be deemed to be incorporated by reference into any such filings. Ameren Corporation Human Resources Committee Report on Executive Compensation Ameren Corporation and its subsidiaries' (collectively referred to as "Ameren") goal for executive compensation is to approximate the median of the range of compensation paid by similar companies. Accordingly, the Human Resources Committee of the Board of Directors of Ameren Corporation, which is comprised entirely of non-employee directors, makes annual reviews of the compensation paid to the executive officers of Ameren. The Committee's compensation decisions with respect to the five highest paid officers of Ameren Corporation and its principal subsidiaries are subject to approval by such company's Board of Directors. Following the annual reviews, the Committee authorizes appropriate changes as determined by the three basic components of the executive compensation program, which are: o Base salary, o A performance-based short-term incentive plan, and o Long-term stock-based awards. First, in evaluating and setting base salaries for executive officers, including the Chief Executive Officers of Ameren Corporation and its subsidiaries, the Committee considers: individual responsibilities, including changes which may have occurred since the prior review; individual performance in fulfilling responsibilities, including the degree of competence and initiative exhibited; relative contribution to the results of operations; the impact of operating conditions; the effect of economic changes on salary structure; and comparisons with compensation paid by similar companies. Such considerations are subjective, and specific measures are not used in the review process. The second component of the executive compensation program is a performance-based Executive Incentive Compensation Plan established by the Ameren Corporation Board, which provides specific, direct relationships between 7 corporate results and Plan compensation. For 2001, Ameren consolidated year-end earnings per share (EPS) target levels were set by the Human Resources Committee. If EPS reaches at least the threshold target level, the Committee authorizes incentive payments within prescribed ranges based on individual performance and degree of responsibility. If EPS fails to reach the threshold target level, no payments are made. Under the Plan, it is expected that payments to the Chief Executive Officers of Ameren Corporation and its subsidiaries will range from 0-90% of base salary. For 2001, actual payments ranged from 27.9% to 39.6% of base salary. The third component of the 2001 executive compensation program is the Long-Term Incentive Plan of 1998, which also ties compensation to performance. The Plan was approved by Ameren Corporation shareholders at its 1998 Annual Meeting and provides for the grant of options, restricted stock, performance awards, stock appreciation rights and other awards. The Human Resources Committee determines who participates in the Plan and the number and types of awards to be made. It also sets the terms, conditions, performance requirements and limitations applicable to each award under the Plan. Awards under the 1998 Plan have been at levels that approximate the median of the range of awards granted by similar companies. In determining the reported 2001 compensation of the Chief Executive Officers, as well as compensation for the other executive officers, the Human Resources Committee considered and applied the factors discussed above. Further, the reported compensation reflects a level of achievement exceeding the threshold but short of the next higher target level in 2001 EPS. Authorized compensation for the Company's executive officers fell within the ranges of those paid by similar companies. Human Resources Committee: John Peters MacCarthy, Chairman Thomas A. Hays Richard A. Liddy Gordon R. Lohman Compensation Tables The following tables contain compensation information, for the periods indicated, for (a) the President and Chief Executive Officer of the Company and (b) the four other most highly compensated executive officers of the Company who were serving as executive officers at the end of 2001. 8
SUMMARY COMPENSATION TABLE Long-Term Annual Compensation Compensation Awards ------------------- ------------------- Restricted Securities Name and Stock Underlying All Other Principal Awards Options Compen- Position Year Salary($) Bonus($) ($) (#) sation($) ---------- ---- --------- ---------- -------- ---------- ------------- G. L. Rainwater 2001 446,667 139,430 251,997 - 24,762 President and 2000 400,000 115,200 - 32,600 9,450 Chief Executive 1999 342,000 97,500 - 27,900 4,825 Officer, CIPS; President and Chief Operating Officer, Ameren, Union Electric and Ameren Services G. L. Randolph 2001 291,000 74,900 174,594 - 20,062 Senior Vice 2000 276,000 78,700 - 14,100 11,729 President, CIPS 1999 236,000 47,800 - 10,700 6,833 and Union Electric P. A. Agathen 2001 285,000 69,600 171,019 - 37,167 Senior Vice 2000 272,000 71,800 - 32,600 27,408 President, 1999 242,000 65,300 - 27,900 22,435 CIPS, Union Electric and Ameren Services D. F. Cole 2001 246,667 70,220 138,012 - 12,691 Senior Vice 2000 215,000 59,300 - 32,600 9,286 President, CIPS, 1999 168,300 48,500 - 10,700 5,957 Union Electric and Ameren Services; President, AER W. L. Baxter 2001 248,000 61,600 92,784 - 5,095 Senior Vice 2000 220,000 47,000 - 14,100 4,634 President, 1999 175,000 37,400 - 10,700 5,240 CIPS, Ameren, Union Electric, and Ameren Services Includes compensation received as an officer of Ameren and its subsidiaries including the Company. Amounts for each fiscal year represent bonus compensation earned for that year payable in the subsequent year. Restricted Stock Awards relate to Ameren Common Stock. This column is based on the $41.57 closing price of Ameren Common Stock on February 9, 2001, the date the restricted stock was awarded. The number of restricted shares of Ameren Common Stock held at fiscal year end and the value of such holdings, based on the number of restricted shares for which restrictions have not lapsed times the closing market price at December 31, 2001 ($42.30 per share), was 6,448 shares and $272,750 for Mr. Rainwater; 4,468 shares and $188,996 for Mr. Randolph; 4,376 shares and $185,105 9 Footnote to SUMMARY COMPENSATION TABLE (Cont.) for Mr. Agathen; 3,532 shares and $149,404 for Mr. Cole; and 2,374 shares and $100,420 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 officer. Dividends declared on restricted shares are reinvested in additional shares of Ameren Common Stock, which vest concurrently with the restricted shares. The officers are entitled to voting privileges associated with the restricted shares to the extent the restricted shares have not been forfeited. Options relate to Ameren Common Stock. Amounts include matching contributions to Ameren's 401(k) plan and above-market earnings on deferred compensation. For fiscal year 2001, amount includes (a) matching contributions to Ameren's 401(k) plan and (b) above-market earnings on deferred compensation, as follows: (a) (b) G. L. Rainwater $7,462 $12,051 G. L. Randolph 7,664 9,308 P. A. Agathen 6,787 26,970 D. F. Cole 7,657 3,573 W. L. Baxter 0 4,274 For fiscal year 2001, amount also includes the dollar value of insurance premiums paid by Ameren with respect to term life insurance for the benefit of the executive officer, as follows: G. L. Rainwater $5,249 G. L. Randolph 3,090 P. A. Agathen 3,410 D. F. Cole 1,461 W. L. Baxter 821
10
AGGREGATED OPTION EXERCISES IN 2001 AND YEAR-END VALUES(1) Value of Shares Unexercised In-the-Money Acquired Value Options Options on Realized at Year End(#) at Year End($) -------------- ------------------- Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable ---- ---------- -------- ----------- ------------- ----------- ------------- G. L. Rainwater - - 19,875 66,425 78,928 526,474 G. L. Randolph - - 14,675 27,825 53,156 222,894 P. A. Agathen - - 34,625 68,375 114,651 533,884 D. F. Cole - - 5,982 42,568 23,337 420,049 W. L. Baxter - - 13,375 27,825 45,103 222,894 No options were granted in 2001. These columns represent the excess of the closing price of Ameren's Common Stock of $42.30 per share, as of December 31, 2001, above the exercise price of the options. The amounts under the Exercisable column report the "value" of options that are vested and therefore could be exercised. The Unexercisable column reports the "value" of options that are not vested and therefore could not be exercised as of December 31, 2001.
Ameren Retirement Plan Most salaried employees of Ameren and its subsidiaries earn benefits under the Ameren Retirement Plan immediately upon employment. Benefits generally become vested after five years of service. On an annual basis a bookkeeping account in a participant's name is credited with an amount equal to a percentage of the participant's pensionable earnings for the year. Pensionable earnings equals base pay, overtime and annual bonuses, which are equivalent to amounts shown as "Annual Compensation" in the Summary Compensation Table. The applicable percentage is based on the participant's age as of December 31 of that year. If the participant was an employee prior to July 1, 1998, an additional transition credit percentage is credited to the participant's account through 2007 (or an earlier date if the participant had less than 10 years of service on December 31, 1998). 11
Participant's Age Regular Credit for Transition Credit on December 31 Pensionable Earnings* Pensionable Earnings Total Credits ----------------- --------------------- -------------------- ------------- Less than 30 3% 1% 4% 30 to 34 4% 1% 5% 35 to 39 4% 2% 6% 40 to 44 5% 3% 8% 45 to 49 6% 4.5% 10.5% 50 to 54 7% 4% 11% 55 and over 8% 3% 11%
* An additional regular credit of 3% is received for pensionable earnings above the Social Security wage base. These accounts also receive interest credits based on the average yield for one-year U.S. Treasury Bills for the previous October, plus 1%. In addition, certain annuity benefits earned by participants under prior plans as of December 31, 1997 were converted to additional credit balances under the Ameren Retirement Plan as of January 1, 1998. When a participant terminates employment, the amount credited to the participant's account is converted to an annuity or paid to the participant in a lump sum. The participant can also choose to defer distribution, in which case the account balance is credited with interest at the applicable rate until the future date of distribution. Benefits are not subject to any deduction for Social Security or other offset amounts. In certain cases pension benefits under the Retirement Plan are reduced to comply with maximum limitations imposed by the Internal Revenue Code. A Supplemental Retirement Plan is maintained by Ameren to provide for a supplemental benefit equal to the difference between the benefit that would have been paid if such Code limitations were not in effect and the reduced benefit payable as a result of such Code limitations. The plan is unfunded and is not a qualified plan under the Internal Revenue Code. The following table shows the estimated annual retirement benefits, including supplemental benefits, which would be payable to each executive officer listed if he were to retire at age 65 at his 2001 base salary and annual bonus, and payments were made in the form of a single life annuity. 12
Name Year of 65th Birthday Estimated Annual Benefit ---- --------------------- ------------------------ G. L. Rainwater 2011 $179,000 G. L. Randolph 2013 164,000 P. A. Agathen 2012 89,000 D. F. Cole 2018 144,000 W. L. Baxter 2026 141,000
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 current officers of the Company named in the Summary Compensation Table, are entitled to receive severance benefits if their employment is terminated under certain circumstances within three years after a "change of control". A "change of control" occurs, in general, if (i) any individual, entity or group acquires 20% or more of the outstanding Common Stock of Ameren or of the combined voting power of the outstanding voting securities of Ameren; (ii) individuals who, as of the effective date of the Plan, constitute the Board of Directors of Ameren, or who have been approved by a majority of the Board, cease for any reason to constitute a majority of the Board; or (iii) Ameren enters into certain business combinations, unless certain requirements are met regarding continuing ownership of the outstanding Common Stock and voting securities of Ameren and the membership of its Board of Directors. Severance benefits are based upon a severance period of two or three years, depending on the officer's position. An officer entitled to severance will receive the following: (a) salary and unpaid vacation pay through the date of termination; (b) a pro rata bonus for the year of termination, and base salary and bonus for the severance period; (c) continued employee welfare benefits for the severance period; (d) a cash payment equal to the actuarial value of the additional benefits the officer would have received under Ameren's qualified and supplemental retirement plans if employed for the severance period; (e) up to $30,000 for the cost of outplacement services; and (f) reimbursement for any excise tax imposed on such benefits as excess payments under the Internal Revenue Code. 13 Notwithstanding anything to the contrary set forth in any of the Company's filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate other filings with the Securities and Exchange Commission, including this proxy statement, in whole or in part, the following Auditing Committee Report shall not be deemed to be incorporated by reference into any such filings. AUDITING COMMITTEE REPORT The Auditing Committee of Ameren Corporation's Board of Directors reviews the financial reporting process of its subsidiary, Central Illinois Public Service Company (CIPS), on behalf of CIPS' Board of Directors. In fulfilling its responsibilities, the Committee has reviewed and discussed the audited financial statements to be included in the 2001 Annual Report on SEC Form 10-K with CIPS' 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 CIPS and its management including the matters in the written disclosures and the letter required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, received from the independent accountants. The Auditing Committee has considered whether the independent accountants' provision of the services covered under the captions "Independent Accountants" - "Financial Information Systems Design and Implementation Fees" and "All Other Fees" in the proxy statement is compatible with maintaining the accountants' independence. In reliance on the reviews and discussions referred to above, the Auditing Committee recommended to the Board of Directors that the audited financial 14 statements be included in CIPS' Annual Report on SEC Form 10-K for the year ended December 31, 2001, for filing with the Securities and Exchange Commission. Auditing Committee: Harvey Saligman, Chairman Thomas H. Jacobsen Richard A. Liddy Richard A. Lumpkin Paul L. Miller, Jr. James W. Wogsland INDEPENDENT ACCOUNTANTS Fiscal Year 2001 PricewaterhouseCoopers LLP served as the independent accountants for Ameren and its subsidiaries, including CIPS, in 2001. Representatives of the firm are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions. Audit Fees: The aggregate fees billed or expected to be billed by PricewaterhouseCoopers LLP for professional services rendered for the audit of the consolidated annual financial statements of Ameren included in the Ameren Annual Report to Shareholders (and incorporated by reference in the Ameren Form 10-K) and the annual financial statements of its subsidiaries included in their Forms 10-K for fiscal year 2001 and the reviews of the quarterly financial statements included in the Forms 10-Q of Ameren and its subsidiaries for such fiscal year were $458,000. All but $11,000 of the fees have been billed through December 31, 2001. Financial Information Systems Design and Implementation Fees: Ameren did not engage PricewaterhouseCoopers LLP to provide advice regarding financial information systems design and implementation during the fiscal year ended December 31, 2001. All Other Fees: Fees and out-of-pocket expenses billed to Ameren by PricewaterhouseCoopers LLP during the 2001 fiscal year for all other services rendered to Ameren and 15 its subsidiaries totaled $1,646,280. Such services included audits of benefit plans, regulatory filings and financial statement components ($107,000), audit related services ($402,950), internal audit support ($174,500), risk management consulting ($682,000) and miscellaneous other ($279,830). All but $22,500 of the fees have been billed through December 31, 2001. Fiscal Year 2002 After consideration of the recommendation of the Auditing Committee of Ameren's Board of Directors, the present members of which are identified in the Auditing Committee Report, the Board of Directors of Ameren, at its meeting on February 8, 2002, selected PricewaterhouseCoopers LLP as independent accountants for Ameren and its subsidiaries, including CIPS, for 2002. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(A) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers to file reports of ownership and changes in ownership of Ameren's Common Stock. To the best of the Company's knowledge, all required reports were filed on time and all transactions by the Company's directors and executive officers were reported on time. STOCKHOLDER PROPOSALS Any stockholder proposal intended for inclusion in the proxy material for the Company's 2003 Annual Meeting of Stockholders must be received by November 30, 2002. In addition, under the Company's By-Laws, stockholders who intend to submit a proposal in person at an Annual Meeting, or who intend to nominate a Director at a meeting, must provide advance written notice along with other prescribed information. In general, such notice must be received by the Secretary of the Company at the principal executive offices of the Company not later than 60 or earlier than 90 days prior to the meeting. A copy of the By-Laws can be obtained by written request to the Secretary of the Company. 16 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. ---------------------- 17 - - THANK YOU FOR YOUR PROMPT ATTENTION - - FOLD AND DETACH HERE / x / Please mark votes This proxy will be voted as specified below. If no direction is made, this as in this example. proxy will be voted FOR all nominees listed on the reverse side. THE BOARD OF DIRECTORS RECOMMENDS VOTE FOR ITEM 1. FOR all nominees WITHHOLD AUTHORITY Holders of depositary shares representing 1/4 of a ATTENDANCE CARD (except as listed all nominees share of 6.625% Cumulative Preferred Stock REQUESTED below) direct Ameren Services Company, as depository / / ITEM 1 / / / / agent for holders of depositary shares, to appoint ELECTION OF proxies to vote as indicated herein. DIRECTORS FOR ALL EXCEPT: _______________________________________ SEE (AMERENCIPS LOGO) DATED ____________________2002 REVERSE SIDE -------------------------------------------------------- SIGNATURE - Please sign exactly as name appears hereon. -------------------------------------------------------- CAPACITY (OR SIGNATURE IF HELD JOINTLY) Shares registered in the name of a Custodian or Guardian must be signed by such. Executors, administrators, trustees, etc. should so indicated when signing.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY P.O. BOX 66149, ST. LOUIS, MISSOURI 63166-6149 PROXY -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2002 The undersigned hereby appoints CHARLES W. MUELLER, GARY L. RAINWATER and STEVEN R. SULLIVAN, and any of them, each with the power of substitution, as proxy for the undersigned, to vote all the shares of capital stock of CENTRAL ILLINOIS PUBLIC SERVICE COMPANY represented hereby at the Annual Meeting of Stockholders to be held at Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on April 23, 2002 at 9:00 A.M., and at any adjournment thereof, upon all matters that may be submitted to a vote of stockholders including the matters described in the proxy statement furnished herewith, subject to any directions indicated on the reverse side of this proxy form and in their discretion on any other matter that may be submitted to a vote of stockholders. NOMINEES FOR DIRECTOR - PAUL A. AGATHEN, WARNER L. BAXTER, CHARLES W. MUELLER, GARY L. RAINWATER and THOMAS R. VOSS PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE hereof and return this proxy form promptly in the enclosed envelope. If you attend the meeting and wish to change your vote, you may do so automatically by casting your ballot at the meeting. SEE REVERSE SIDE