Information Relating to the Lead Director

In accordance with the Corporate Governance Guidelines of Ameren Corporation (the “Company”), the Nominating and Corporate Governance Committee of the Board Directors has selected, and each of the non-management directors of the Company have ratified, Patrick T. Stokes as the independent director to preside and lead at each executive session of the Board of Directors (the “Lead Director”).

The Lead Director may be contacted by sending an e-mail to leaddirector@ameren.com. In accordance with the Policy Regarding Communications to the Board of Directors, such communication will be reviewed prior to it being furnished to the Lead Director.

Comparison of Duties of Chairman and Lead Director

The general duties of the Chairman of the Board are as follows: (1) chair all meetings of the Board (other than meetings of the non-management directors and the independent directors); (2) provide general oversight of Board functions; (3) interact with management to help implement the Board’s policies and oversee compliance with the Company’s By-laws and policies; (4) ensure that the Board is kept fully informed on the condition of the Company, each of the Company’s businesses and on all important factors influencing the Company and its subsidiaries; (5) attend to matters of corporate governance which relate to the Board’s structure and the role of committees; and (6) perform such other duties and execute such powers as shall from time to time be assigned by the Board.

As set forth in the Company’s Corporate Governance Guidelines of the Company, the authority, duties and responsibilities of the Lead Director are as follows: (1) convene and chair meetings of the non-management directors in executive session at each Board meeting; (2) convene and chair meetings of the independent directors in executive session no less than once each year; (3) preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management directors and independent directors; (4) solicit the non-management directors for advice on agenda items for meetings of the Board; (5) serve as a liaison between the Chairman and Chief Executive Officer and the non-management directors; (6) call meetings of the independent directors; (7) collaborate with the Chairman and Chief Executive Officer in developing the agenda for meetings of the Board and approve such agendas; (8) approve information that is sent to the Board; (9) collaborate with the Chairman and the Chief Executive Officer and the chairpersons of the standing committees in developing and managing the schedule of meetings of the Board and approve such schedules; and (10) if requested by major shareholders, ensure that he or she is available for consultation and direct communication. In performing the duties described above, the Lead Director is expected to consult with the chairs of the appropriate Board committees and solicit their participation. The Lead Director shall also perform such other duties as may be assigned to the Lead Director by the Company’s By-Laws or the Board.

Combination of Chairman and Chief Executive Officer Positions

The Company currently believes that a person maintaining combined offices of Chairman and Chief Executive Officer is better situated to execute the Company’s strategy and business plans to maximize shareholder value. The Company also currently believes that the combination of the offices of Chairman and Chief Executive Officer and the designation of a Lead Director contributes to a more efficient and effective corporate governance structure. The Chief Executive Officer maintains primary management responsibility with respect to the Company’s day to day business operations. As such, the Company views the Chief Executive Officer as the person in the most effective position to chair regular Board meetings and to help ensure that key business issues and interests of all the Company’s stakeholders (shareholders, employees, communities and customers) are communicated to the Board.

The Company’s corporate governance structure ensures that independent directors will continue to effectively oversee the Company’s management and key issues related to strategy, risk and integrity. In addition, the changes in corporate governance rules and regulations effected by the Sarbanes-Oxley Act of 2002 and the New York Stock Exchange listing requirements have increased the role of independent directors and added additional protections for investors. Only independent directors serve on the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee of the Board. Non-management and independent directors regularly hold executive sessions of the Board outside the presence of the Chief Executive Officer or any other Company employee. The executive sessions described above are regularly conducted with oversight authority of the Lead Director.

The Company’s By-Laws give the Board the flexibility, based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances, to either separate the offices of Chairman and Chief Executive Officer or combine them. The Board believes that the interests of the Company and its shareholders are best served at this time through the experienced leadership and efficient operation afforded by a full-time combined Chairman and Chief Executive Officer, subject to oversight and review by the Company’s independent directors.