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 LIGHT 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
SHAREHOLDERS AND PROXY STATEMENT OF
CENTRAL ILLINOIS LIGHT COMPANY
Time and Date:
9:00 a.m.
Tuesday
May 20, 2003
Place:
One Ameren Plaza
1901 Chouteau Avenue
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 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 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 LIGHT COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
CENTRAL ILLINOIS LIGHT COMPANY
We will hold the Annual Meeting of Shareholders of Central Illinois Light
Company at One Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri, on
Tuesday, May 20, 2003, at 9:00 a.m., for the purposes of
(1) electing directors of the Company for terms ending in April 2004; 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 31, 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 by signing and returning the enclosed proxy card in the
enclosed envelope. Your prompt vote by proxy will reduce expenses. 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
April 23, 2003
PROXY STATEMENT OF
CENTRAL ILLINOIS LIGHT COMPANY
(First sent or given to shareholders April 23, 2003)
Principal Executive Offices:
300 Liberty Street, Peoria, IL 61602
This solicitation of proxies is made by the Board of Directors of Central
Illinois Light Company, d/b/a AmerenCILCO ("CILCO" or the "Company") on behalf
of the Company, for use at the Annual Meeting of Shareholders of the Company to
be held on Tuesday, May 20, 2003, and at any adjournment thereof.
CILCO is a direct first tier subsidiary of CILCORP Inc. ("CILCORP"), which,
prior to the consummation of the acquisition described below, was a direct first
tier subsidiary of The AES Corporation ("AES"). On April 29, 2002, AES announced
that it had entered into an agreement with Ameren Corporation ("Ameren") to sell
100% of the ownership interests in CILCORP and its subsidiaries, including the
Company, to Ameren. On January 31, 2003, Ameren consummated the acquisition from
AES of all the common stock of CILCORP (the "Acquisition"). As of the date of
this Proxy Statement, CILCORP and previously-owned companies Central Illinois
Public Service Company, d/b/a AmerenCIPS ("CIPS"), Union Electric Company, d/b/a
AmerenUE ("Union Electric"), Ameren Services Company ("Ameren Services"),
AmerenEnergy Resources Company ("AER"), and AmerenEnergy, Inc. ("AE") are
principal first tier subsidiaries of Ameren, a holding company. AER is the
parent company of AmerenEnergy Generating Company ("AEG").
The Annual Report to the Securities and Exchange Commission (the "SEC") on
Form 10-K of the Company for the year ended December 31, 2002, is being sent,
along with the Notice of Annual Meeting, this Proxy Statement and the
accompanying proxy card, to all shareholders of record at the close of business
on March 31, 2003, which is the record date for the determination of
shareholders entitled to vote at the meeting.
VOTING
Who Can Vote
Only shareholders of record at the close of business on the record date,
March 31, 2003, are entitled to vote at the meeting. The voting securities of
the Company on the record date consisted of (1) 13,563,871
1
shares of common stock, without par value, all of which were owned by CILCORP,
(2) 191,204 shares of preferred stock, $100 par value per share, and (3) 220,000
shares of Class A preferred stock, without par value. 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
shareholder is entitled to one vote for each share of stock of the Company held
(whether common or preferred), on each matter submitted to a vote at the
meeting, except that in the election of directors, each shareholder 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
that shareholder, or those votes may be distributed among any two or more
nominees. The proxies seek discretionary authority to cast cumulative votes in
the election of directors.
Shares registered in the name of a broker or other nominee that are voted
on any matter will be included in determining whether a quorum is present at the
meeting. Withheld votes, abstentions and non-votes by banks and brokers will not
be included in tabulating the number of votes cast.
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 by completing and signing the enclosed proxy card
and mailing it in time to be received before the meeting.
If you mail us your properly completed and signed proxy card, 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 of Directors - FOR the Board of
Director'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
shareholders of record at the close of business on the record date, March 31,
2003, 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
Eleven directors are to be elected at the Annual Meeting to serve until the
next annual meeting of shareholders and until their successors are elected and
qualified. In January 2003, the Board of Directors amended the Company's by-laws
to permit an increase in the number of directors from between three and seven to
between three and twelve. Simultaneously with the Acquisition, all the directors
of the Company resigned, except Mr. S.A. Cisel, and new directors were appointed
in accordance with the by-laws to serve as directors until the Annual Meeting.
The nominees for election at the Annual Meeting designated by Ameren's
Nominating and Corporate Governance Committee are listed below with information
about their principal occupations and backgrounds. All of the nominees, except
Mr. D.R. Oberhelman, have served as directors of the Company since January 31,
2003. Mr. Oberhelman is also a nominee for election to the boards of Ameren,
CIPS and Union Electric at their annual meetings on April 22, 2003.
PAUL A. AGATHEN
Senior Vice President of the Company, Union Electric, CIPS, AEG, Ameren
Services and CILCORP. Mr. Agathen was employed by Union Electric in 1975 as an
attorney. He was named General Attorney of Union Electric in 1982 and Vice
President, Environmental and Safety in 1994. He was elected to his present
position at Ameren Services in 1997, at Union Electric, CIPS and AEG in 2001 and
at CILCORP and CILCO in 2003. Director of the Company since 2003. Other
directorships: CIPS (since 1997); Union Electric (since 1998); AEG (since 2000);
CILCORP (since 2003). Age: 55.
WARNER L. BAXTER
Senior Vice President of the Company, Ameren, Union Electric, CIPS, AEG,
Ameren Services and CILCORP. From 1983
3
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 CIPS in 1999 and of AEG in 2000. Mr.
Baxter was elected to his present position at Ameren, Union Electric, CIPS,
Ameren Services and AEG in 2001 and at CILCORP and CILCO in 2003. Director of
the Company since 2003. Other directorships: Union Electric (since 1999); CIPS
(since 1999); AEG (since 2001); CILCORP (since 2003). Age: 41.
SCOTT A. CISEL
Vice President and Chief Operating Officer of the Company. Mr. Cisel joined
the Company in 1975 and advanced through various management positions in sales
and customer service. He was appointed Manager, Rates, Sales & Customer Service
in 1988 and Director - Corporate Sales in 1993. Mr. Cisel was elected Vice
President of Sales and Marketing, and Federal and State Governmental and
Regulatory Activities in 1995. He became leader of CILCO's Sales and Marketing
Business Unit in 1999 and was named Senior Vice President and leader of CILCO's
Sales and Marketing Business Unit in 2001. He was elected to his present
position at the Company in 2003. Director of the Company since 1998. Age: 49.
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 of the Company's Board of Directors and the Human
Resources Committee of Ameren's board of directors. Director of the Company
since 2003. Other directorships: Ameren (since 1997); CILCORP (since 2003);
Brown Shoe Company, Inc.; Ralcorp Holdings Inc.; Energizer Holdings, Inc. Age:
67.
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
4
1, 2003 upon that company's 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 Chairman and Chief Executive Officer of that company 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 Company's Board of Directors. Director of the Company since 2003. Other
directorships: Ameren (since 1997); CILCORP (since 2003); First Mid-Illinois
Bancshares, Inc.; First Mid-Illinois Bank & Trust. Age: 68.
PAUL L. MILLER, JR.
President and Chief Executive Officer of P. L. Miller & Associates, a
management consultant firm which specializes in strategic and financial planning
for privately held companies and distressed businesses and in international
business development. He is also a principal in a financial advisory firm for
small to middle market companies. Mr. Miller has served as president of an
international subsidiary of an investment banking firm, and for over 20 years
was president of consumer product manufacturing and distribution firms. He is a
member of the Auditing Committee of the Company's Board of Directors. Director
of the Company since 2003. Other directorships: Ameren (since 1997); CILCORP
(since 2003). Age: 60.
CHARLES W. MUELLER
Chairman of the Company and CILCORP and 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 in
1997. He relinquished his position as President of Ameren, Union Electric and
Ameren Services in 2001. He was elected Chairman of CILCORP and CILCO in 2003.
Director of the Company since 2003. Mr. Mueller is Chairman of the Federal
Reserve Bank of St. Louis. Other directorships:
5
Union Electric (since 1993); Ameren (since 1997); CIPS (since 1999); CILCORP
(since 2003); Angelica Corporation. Age: 64.
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. (Tokyo) in 1991. He was
elected as 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.
GARY L. RAINWATER
President of the Company and CILCORP, President and Chief Executive Officer
of CIPS and President and Chief Operating Officer of Ameren, Union Electric and
Ameren Services. Mr. Rainwater began his career with Union Electric in 1979 as
an engineer. He was named General Manager-Corporate Planning in 1988 and Vice
President in 1993. Mr. Rainwater was elected Executive Vice President of CIPS in
January 1997 and was named to his present position as President and Chief
Executive Officer of CIPS in December 1997. He was elected President of AER in
1999 and of AEG in 2000. 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 and AEG. He was elected to his present position
at CILCORP and CILCO in 2003. Director of the Company since 2003. Other
directorships: CIPS (since 1997); Union Electric (since 1998); CILCORP (since
2003). Age: 56.
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
Company's Board of Directors. Director of the Company since 2003. Other
directorships: Ameren (since 1997); CILCORP (since 2003). Age: 64.
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THOMAS R. VOSS
Senior Vice President of the Company, Union Electric, CIPS, AEG, Ameren
Services and CILCORP. 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 CIPS in
1998. Mr. Voss was elected to his present position at Union Electric, CIPS and
Ameren Services in 1999, at AEG in 2001 and at CILCORP and CILCO in 2003.
Director of the Company since 2003. Other directorships: Union Electric (since
2001); CIPS (since 2001); CILCORP (since 2003). Age: 55.
The eleven nominees for director who receive the most votes will be
elected.
The Board of Directors knows of no reason why any nominee will not be able
to serve as a director. If, at the time of the Annual Meeting, any nominee is
unable or declines to serve, the proxies may be voted for a substitute nominee
approved by the Board of Directors.
Certain Relationships and Related Transactions
Director nominees Messrs. Agathen, Baxter, Cisel, Mueller, Rainwater and
Voss are each executive officers of the Company or its affiliates and have been
determined by the Board of Directors to have a material relationship with the
Company. Director nominees Liddy, Lumpkin, Miller, Oberhelman and Saligman are
not executive officers or employees of the Company or its affiliates. The Board
of Directors has determined that none of the non-employee director nominees have
a material relationship with the Company.
Mr. Douglas R. Oberhelman is an executive officer of Caterpillar Inc.,
which has commercial relationships with the Company with respect to providing
both 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 the Company'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 the
7
Company and Caterpillar for the supply of regulated public utility energy
services will expire and is expected to be replaced with a multi-year contract
with an unregulated affiliate of the Company that will provide annual revenues
of approximately $11 million. This transaction will not cause unregulated
revenues from Caterpillar to exceed 5% of the Company's consolidated gross
revenues for fiscal year 2003.
Board Meetings, Age Policy, Board Committees and Directors' Compensation
Board Meetings. During 2002, the Board of Directors met or acted by
unanimous written consent without a meeting 17 times. All directors attended or
participated in more than 75% of the total number of the meetings of the Board
of Directors for which they were eligible.
Age Policy. In January 2003, the Board of Directors amended the Company's
by-laws to change the age policy for directors. The new policy provides that
directors who attain age 72 prior to the date of an annual meeting cannot be
designated as a nominee for election at that annual meeting. In addition, the
new policy provides that the eligibility of former employees is limited to the
date upon which they retire, resign or otherwise sever active employment with
the Company.
Board Committees of the Company. Prior to the Acquisition, the Board of
Directors did not have any standing committees. Effective with the Acquisition,
the Board of Directors created an Auditing Committee consisting of Messrs.
Richard A. Liddy, Richard A. Lumpkin, Paul L. Miller, Jr., Harvey Saligman and
James W. Wogsland. Mr. Wogsland will not stand for election as a director. Upon
their election, at least three of the non-employee director nominees will be
appointed as the Company's Auditing Committee. In March 2003, the Board of
Directors created an Executive Committee consisting of Messrs. Warner L. Baxter,
Charles W. Mueller and Gary L. Rainwater.
CILCO is a "controlled company" of its ultimate parent, Ameren, as defined
by the New York Stock Exchange listing standards. As such, the board committees
of Ameren (including its Human Resources Committee and Nominating and Corporate
Governance Committee) will perform committee functions for the Company's Board
of Directors. Each of the members of Ameren's Human Resources Committee and
Nominating and Corporate Governance Committee and each of the members of the
Company's Auditing Committee is "independent" as defined by the New York Stock
Exchange listing standards.
8
In 2003, the Company's Board of Directors adopted a written charter for the
Auditing Committee that takes into account the adoption of the Sarbanes-Oxley
Act of 2002. A copy of the written charter is attached hereto as Appendix A.
The general functions of the Company's 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 of Directors the inclusion of such financial statements in the
Company's Annual Report on Form 10-K to be filed with the SEC; (4) reviewing
with management and the independent accountants the Company's quarterly
financial statements; (5) reviewing with management and the independent
accountants any 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
internal auditors.
The Company's Executive Committee has such duties as may be delegated to it
from time to time by the Board of Directors and has authority to act on most
matters concerning management of the business during intervals between Board
meetings.
Ameren's 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 Ameren and its subsidiaries
and considers and acts on important policy matters affecting personnel. Ameren's
Human Resources Committee held three meetings in 2002.
Ameren's Nominating and Corporate Governance Committee (renamed in December
2002) reviews and makes recommendations to the Ameren board about the governance
processes of Ameren and its subsidiaries, and considers and recommends for board
approval candidates for the boards of directors of Ameren and its subsidiaries,
as recommended by management, other members of the board, shareholders and other
interested parties. For a description of the procedure to be followed by
shareholders in submitting recommendations for director nominees, please refer
to "Shareholder Proposals" on page 30 of this Proxy Statement. Ameren's
Nominating and Corporate Governance Committee held two meetings in 2002.
9
Directors' Compensation. SEC rules require this Proxy Statement to include
information about directors' compensation for 2002 when it was controlled by
AES. Policies in place in 2002 will not necessarily continue for 2003.
Prior to the Acquisition, directors received no compensation for their
services as Company directors. Following the Acquisition, directors who are
employees or directors of Ameren or any of its subsidiaries receive no
additional compensation for their services as Company directors. Each
non-employee director nominee of CILCO (Messrs. Liddy, Lumpkin, Miller, Saligman
and Oberhelman) is currently also a non-employee director or director nominee of
Ameren.
Non-employee directors receive an annual retainer and meeting fees for
their services as directors of Ameren. Under Ameren's optional deferred
compensation plan for directors, non-employee directors of Ameren and its
subsidiaries may choose 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 Ameren being
the owner and beneficiary of the insurance policies.
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 (13,563,871
shares) are owned by CILCORP, 300 Liberty Street, Peoria, IL 61602. CILCORP is a
wholly-owned subsidiary of Ameren as a result of the Acquisition that resulted
in an indirect change in control of the Company. The Acquisition was valued at
approximately $1.4 billion. Ameren assumed approximately $900 million of CILCORP
debt and preferred stock and other obligations and paid the balance in cash for
the stock of CILCORP, along with certain other assets.
None of the Company's 191,204 shares of preferred stock or 220,000 shares
of Class A preferred stock currently outstanding were owned by directors,
nominees for director or executive officers of the
10
Company as of February 1, 2003. Five shares of preferred stock, which represent
less than 0.003% of the outstanding shares of that class, were held as of
February 1, 2003 by Thomas S. Romanowski, one of the five most highly
compensated executive officers for the Company's 2002 fiscal year. To the
knowledge of the Company, there are no beneficial owners of five percent or more
of the outstanding shares of any preferred stock as of February 1, 2003, but no
independent inquiry has been made to determine whether any shareholder is the
beneficial owner of shares not registered in the name of such shareholder or
whether any shareholder is a member of a shareholder group.
Securities of Ameren
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 President and chief executive officer and the four other executive
officers of the Company expected to be the most highly compensated for the
Company's 2003 fiscal year (the "Ameren Named Executive Officers"), and (iii)
all current executive officers, directors and nominees for director as a group.
The table below does not include information regarding the persons who were
president and chief executive officer of the Company and the four other most
highly compensated executive officers for the Company's 2002 fiscal year (the
"AES Named Executive Officers"), which was prior to the Acquisition.
Number of
Shares of
Common Stock Percent
Name Beneficially Owned<F1> Owned<F2>
---------------------- ------------------------ ----------
Paul A. Agathen 87,898 *
Warner L. Baxter 35,945 *
Scott A. Cisel - *
Richard A. Liddy 9,279 *
Richard A. Lumpkin 5,291 *
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 *
Thomas R. Voss 40,199 *
James W. Wogsland<F3> 3,589 *
All directors, nominees for 732,109 *
director and executive officers
as a group (20 persons)
* Less than one percent
11
Footnotes to Securities of Ameren Table (Cont.)
<FN>
<F1> 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; Mr. Randolph, 30,350; and Mr. Voss, 29,437.
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 that director, nominee for director or executive officer does
not claim beneficial ownership.
<F2> For each individual and group included in the table, percentage
ownership is calculated by dividing the number of shares
beneficially owned by that person or group as described above by
the sum of the 159,716,534 shares of Ameren 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.
<F3> Mr. Wogsland will not stand for election as a director.
</FN>
The address of all persons listed above is c/o Central Illinois Light
Company, 300 Liberty Street, Peoria, IL 61602.
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 file reports of their
ownership of the Company's preferred stock and, in some cases, of its ultimate
parent's common stock, and of changes in that 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 those persons who
were the Company's directors and executive officers during 2002 were reported on
time during 2002. Any reports due during 2002 relating to common stock would
have been with respect to AES common stock.
EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, as amended, 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 reports on Executive
Compensation shall not be deemed to be incorporated by reference into any such
filings.
12
SEC regulations require that information regarding the compensation during
2002 and prior years for the AES Named Executive Officers be included in this
Proxy Statement. Except for Mr. Cisel, none of the AES Named Executive Officers
remains an officer of the Company as of the date of this Proxy Statement.
Furthermore, compensation of the Company's executive officers was set according
to policy of AES prior to the Acquisition. Following the Acquisition,
compensation policy will be set by Ameren. The information below under the
subcaption "AES Executive Compensation" is derived from information provided to
the Company by AES and is not part of the report of the Ameren Human Resources
Committee.
AES Executive Compensation
The following discussion applies to compensation policy applied by AES to
its subsidiaries during 2002, but is not indicative of compensation policy that
will apply to the Company during 2003.
No options were granted in fiscal year 2002 to any AES Named Executive
Officer. The AES Board of Directors approved a long-term compensation award for
Mr. Leonard M. Lee effective February 12, 2003, which included stock option
grants subject to shareholder approval as part of AES's newly revised 2003
Long-Term Compensation Plan (the "2003 LTC Plan"), which will cover 2003-2005.
AES will reflect these stock option grants in its 2004 Proxy Statement as 2003
compensation.
AES Report on Executive Compensation
Prior to the Acquisition, the Company's executive officer compensation
program was modeled after the AES compensation program. Responsibilities of the
Compensation Committee of the AES Board of Directors included establishing
policies governing the compensation of officers of the Company. The Compensation
Committee was composed of three non-employee directors.
The Compensation Committee's principal objective in establishing
compensation policies was to develop and administer a comprehensive program
designed to attract and retain outstanding managers. The policies were designed
to encourage such managers to make career commitments to the Company and to
accomplish the Company's short and long term business objectives.
The Compensation Committee's guidelines for compensation of executive
officers were designed to provide fair and competitive levels of
13
total compensation, while integrating pay with performance. Executive officers
were evaluated annually for performance according to individual responsibilities
and contributions, as well as broader measures related to corporate performance.
There were three elements of the Company's executive officer compensation
(these elements were the same for most employees in the Company): Base Salary,
Annual Bonus and Long-Term Compensation.
The Compensation Committee's guidelines for each component of compensation
were to provide compensation that was generally consistent with the Compensation
Committee's interpretation of competitive compensation averages for individuals
with similar companies with similar financial and operating characteristics.
Comparisons were made with published amounts, where available, and, from time to
time, AES also participated in various industry-sponsored compensation surveys
in addition to the 2002 consultant review described below. Because individual
compensation was determined in part by experience and performance, actual
compensation may vary from industry averages.
Base Salary was adjusted annually by the Compensation Committee to account
for general economic and cost of living changes. Also, adjustments were made
periodically to recognize significant new or additional responsibilities of
individual executive officers. In 2002, the Compensation Committee engaged an
independent compensation consultant to review the level and mix of executive
officer compensation and to assist AES in the redesign of its Long-Term
Compensation policy. Based in part on this review, the Compensation Committee
established guidelines for suggested ranges of Base Salary, Annual Bonus and
Long-Term Compensation for eligible participants between the 25th to 75th
percentiles of similar companies. Based on these guidelines, the Compensation
Committee adjusted Base Salaries to be competitive with the information
contained in the review performed (in 2002) by the independent consultant.
Annual Bonuses were reevaluated in 2002 to emphasize specific corporate
performance targets. In 2002, bonuses were based 50 percent on meeting business
or corporate cash flow targets, 25 percent on meeting cost-cutting targets and
25 percent on other goals such as leadership, values or an officer's business
performance with respect to his or her functional area. Targeted ranges for
Annual Bonus for different officer job categories or functions were determined
from benchmark industry data.
14
Some of the AES Named Executive Officers also participated in AES's profit
sharing plan (or deferred compensation plan for executive officers) on the same
terms as all other people at AES, subject to any legal limitations on amounts
that may have been contributed or benefits that may have been payable under the
plan. Matching contributions and annual profit sharing contributions were made
with the common stock of AES to further encourage long-term performance. In
addition, one of the AES Named Executive Officers participated in AES's
supplemental retirement plan, which provided supplemental retirement benefits to
"highly compensated employees" (as defined in the Internal Revenue Code of 1986,
as amended (the "Code")) of an amount which would be contributed on such
individual's behalf under the profit sharing plan (or the deferred compensation
plan for executive officers) but was not so contributed because of the
limitations contained in the Code.
In most cases, the Compensation Committee had taken steps to qualify income
paid to any executive officer as a deductible business expense pursuant to
regulations issued by the Internal Revenue Service under Section 162(m) of the
Code with respect to qualifying compensation paid to executive officers in
excess of $1 million.
AES Compensation Tables
The following tables set forth compensation information, for the periods
indicated, for the AES Named Executive Officers for services rendered in all
capacities to the Company and its affiliates as required by SEC regulations.
AES SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
-------------------------------------------- ------------
Other Securities
Annual Underlying All Other
Name and Compensation Options Compensation
Principal Position Year Salary($) Bonus($) ($) (#)<F1> ($)<F2>
- ----------------------- ---- --------- ------- ------------ ------------ ------------
Leonard M. Lee 2002 210,000 300,000 - - 25,689
Chairman & CEO 2001 210,000 - - 238,951 22,150
2000 - - - - -
Robert J. Sprowls 2002 160,000 - - - 4,714
President 2001 160,000 45,300 - 14,644 2,953
2000 157,200 75,000 - 2,000 4,353
Thomas S. Romanowski 2002 158,700 39,700 - - 4,761
Chief Financial 2001 158,700 15,870 - 5,125 4,029
Officer & Treasurer 2000 158,700 39,675 - - 4,500
Scott A. Cisel 2002 145,000 - - - 4,350
Senior Vice President 2001 145,000 10,000 - 13,724 4,350
2000 139,885 32,000 - 1,800 4,197
James L. Luckey, III 2002 120,000 - - - 10,320
Vice President 2001 114,000 32,500 486 22,522 13,500
2000 98,000 50,000 240 1,057 11,270
15
Footnotes to AES Summary Compensation Table (Cont.)
<FN>
<F1> Of the executive officers included in this Summary Compensation
Table, only Mr. Lee will receive stock option grants effective
February 12, 2003 under AES's 2001 Stock Option Plan and 2003 LTC
Plan, pending the upcoming shareholder approval of the 2003 LTC
Plan. Pursuant to AES's new compensation program, however, such
stock option grants are intended as an incentive for future
performance, rather than as a reward for past performance. The
long-term compensation awards cover the 2003-2005 performance
period and are tied to AES's performance as measured against AES
business targets. AES will reflect the February 12, 2003 stock
option grants in its 2004 Proxy Statement as 2003 compensation.
<F2> For Messrs. Lee and Luckey, this column reports contributions by
AES to The AES Corporation Profit-Sharing and Stock Ownership
Plan. For Mr. Lee it also includes allocations to AES's
Supplemental Retirement Plan. Specifically, for Mr. Lee in 2002,
the amount contributed to The AES Corporation Profit-Sharing and
Stock Ownership Plan was $24,939, and the amount allocated to the
Supplemental Retirement Plan was $750. For Mr. Luckey, the amount
contributed to The AES Corporation Profit-Sharing and Stock
Ownership Plan was $10,320. For Messrs. Cisel, Sprowls and
Romanowski, amounts shown in this column for 2002 represent
employer contributions to the CILCO Employees' Savings Plan. For
the CILCO Employees' Savings Plan, the amounts contributed in
2002 were as follows: Mr. Sprowls $4,714; Mr. Cisel $4,350; and
Mr. Romanowski $4,761.
</FN>
AGGREGATED AES OPTION EXERCISES IN 2002 AND YEAR-END VALUES<F1>
The following table provides information on option exercises in 2002 by the
AES Named Executive Officers and the value of such officers' unexercised options
at December 31, 2002.
Value of
Shares Unexercised In-the-Money
Acquired Value Options Options
On Realized at Year End(#) at Year End($)<F2>
------------------------------ ------------------------------
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ---------- -------- ----------- ------------- ----------- -------------
Leonard M. Lee - - 402,024 17,572 0 0
Robert J. Sprowls - - 19,378 1,000 0 0
Thomas S. Romanowski - - 5,125 0 0 0
Scott A. Cisel - - 17,260 900 0 0
James L. Luckey, III - - 25,356 529 0 0
<FN>
<F1> No options were granted in 2002.
<F2> The amounts in this column have been calculated based on the
difference between the quoted market price of AES's common stock
value on December 31, 2002 of $3.02 per share for each security
underlying such stock option and the per share exercise price.
</FN>
Certain Company Plans
The plans described below pertained to the AES Named Executive Officers in
2002, but these plans will not apply to the Ameren Named Executive Officers.
Benefit Replacement Plan. The Board of Directors of the Company has
established a Benefit Replacement Plan. The Benefit Replacement
16
Plan provides for payments to participants from the Company's general funds to
restore the retirement benefit under the Company's non-contributory Pension Plan
for Management, Office and Technical Employees when that benefit is restricted
by (1) the maximum defined benefit limitation of Section 415(b) of the Code, (2)
the indexed compensation limitation of Section 401(a)(17) of the Code, and (3)
participation in certain of the Company's deferred compensation plans. The
Benefit Replacement Plan generally covers all Pension Plan participants affected
by these restrictions and provides for payments consistent with the timing and
forms as provided by the Pension Plan.
Pension Plan. Pension benefits for employees of the Company and its
subsidiaries are provided through the Company's non-contributory Pension Plan
for Management, Office and Technical Employees. Pension benefits are determined
using a formula based on years of service and highest average rate of monthly
earnings for any sixty consecutive month period. The normal retirement age
specified in the Company's Pension Plan is age 65. Retirement between the ages
of 55 and 62 results in an appropriate reduction in pension benefits.
The following table shows the aggregate annual benefits payable upon
retirement at normal retirement age under the Company's Pension Plan and under
the Benefit Replacement Plan discussed above.
Pension Plan Table
Years of Service
Remuneration 15 years 20 years 25 years 30 years 35 years
------------ -------- -------- -------- -------- --------
$200,000 $ 42,750 $ 57,000 $ 71,250 $ 85,500 $ 99,750
225,000 48,094 64,125 80,156 96,188 112,219
250,000 53,438 71,250 89,063 106,875 124,688
275,000 58,781 78,375 97,969 117,563 137,156
300,000 64,125 85,500 106,875 128,250 149,625
400,000 85,500 114,000 142,500 171,000 199,500
500,000 106,875 142,500 178,125 213,750 249,375
The sum of annual and long-term compensation shown for the AES Named
Executive Officers is substantially compensation as covered by the Pension Plan
and the Benefit Replacement Plan. At January 2003, the credited years of service
under the Company's Pension Plan for such individuals are as follows: R.J.
Sprowls - 19 years, S.A. Cisel - 28 years, T.S. Romanowski - 31 years, and J.L.
Luckey - less than one year. Mr. Lee does not participate in the Pension Plan.
17
The benefits are computed on a straight life annuity basis. The amounts
shown are not subject to any deduction for Social Security benefits or other
offset amounts other than for an optional survivorship provision.
Arrangements with AES Named Executive Officers
Retention Agreements Entered Into Prior to the Acquisition. Prior to the
Acquisition, the Company entered into retention agreements with Messrs. Sprowls,
Cisel, Romanowski and Luckey.
The agreements for Messrs. Sprowls and Cisel provide that in the event of a
termination of employment prior to the second anniversary of the date of a
change in control (as defined in the agreement), but in no event later than
April 1, 2006, CILCORP, the Company or their respective successors are obligated
to pay termination benefits. Under the agreements, termination benefits include
a base salary continuation payment equal to three times base salary if the
termination date is within 12 months following the date of a change in control
and two times base salary if the termination date falls after the first
anniversary of the change in control but before the second anniversary thereof.
In addition to salary payments, the retention agreements for Messrs. Sprowls and
Cisel provide, at the discretion of the employee, for the payment by the Company
of the cash value of previously granted AES stock options (as determined using a
Black-Scholes option pricing model). In order to qualify for the base salary
continuation payment, the termination must be involuntary or due to material
changes in the terms of employment. The retention agreement for Mr. Luckey is
the same as those for Messrs. Sprowls and Cisel, except that Mr. Luckey's
retention agreement does not provide for payment by the Company of the cash
value of previously granted AES stock options. Mr. Romanowski's retention
agreement provides, among other things, that if he is terminated by the Company
without good cause (as defined in the agreement), he would receive an amount
equal to two times his base salary. In the same manner as the agreements for
Messrs. Cisel and Sprowls, Mr. Romanowski could, at his option, obtain from the
Company the cash value of previously granted AES stock options.
Any payment of base salary under the retention agreements will be reduced
by payments made under the Company's Involuntary Severance Pay Plan (ISPP). The
ISPP was approved by the Board of Directors on July 13, 2001. The ISPP is
applicable to all full-time Company employees and provides, among other things,
that if a person's employment is involuntarily terminated, he or she is eligible
to receive a lump sum
18
severance payment in an amount between a minimum of nine months and a maximum of
18 months of base salary, depending on an employee's years of service. In
addition to the payment of salary, the ISPP provides employees medical benefits
of between nine and 18 months, depending on the amount of severance paid. The
severance and medical benefits offerings extend for 24 months following a change
in control.
The Acquisition constituted a change in control as defined in the retention
agreement. Both Messrs. Sprowls and Romanowski left the Company upon the
Acquisition. They are obtaining benefits under their retention agreements.
Messrs. Cisel and Luckey remain in the employment of the Company. If either of
them were to terminate employment with the Company prior to January 31, 2005
under the circumstances described in the retention agreements, they will be
entitled to benefits calculated as provided in the retention agreements.
Ameren Executive Compensation
The information below regarding the Ameren Named Executive Officers is
included in this Proxy Statement for the convenience of shareholders, although
none of such persons served as officers of the Company in 2002.
No options were granted in fiscal year 2002 to any Ameren Named Executive
Officer.
The following discussion applies to compensation policy applied by Ameren
to its subsidiaries during 2002 and is indicative of compensation policy that
will apply to the Company during 2003.
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
19
Directors. Following the annual reviews, the Committee authorizes appropriate
changes as determined by the three basic components of the executive
compensation program, which are:
o Base salary,
o A performance-based short-term incentive plan, and
o Long-term stock-based awards.
First, in evaluating and setting base salaries for executive officers,
including the Chief Executive Officers of Ameren Corporation and its
subsidiaries, the Committee considers: individual responsibilities, including
changes which may have occurred since the prior review; individual performance
in fulfilling responsibilities, including the degree of competence and
initiative exhibited; relative contribution to the results of operations; the
impact of operating conditions; the effect of economic changes on salary
structure; and comparisons with compensation paid by similar companies. Such
considerations are subjective, and specific measures are not used in the review
process.
The second component of the executive compensation program is a
performance-based Executive Incentive Compensation Plan established by the
Ameren Corporation Board, which provides specific, direct relationships between
corporate results and Plan compensation. For 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
20
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 Ameren'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
21
AMEREN SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation Awards
----------------------- ----------------------------
Restricted Securities
Stock Underlying All Other
Name and Awards Options Compen-
Principal Position<F1> Year Salary($) Bonus($)<F2> ($)<F3> (#)<F4> sation($)<F5>
- --------------------------- ---- --------- ------------ ---------- ---------- --------------
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
C. W. Mueller 2002 730,000 350,400 620,500 - 137,075
Chairman and Chief 2001 700,000 277,200 594,991 - 146,651
Executive Officer, 2000 660,000 235,200 - 108,100 79,421
Ameren, Union
Electric and Ameren
Services
G. L. Randolph 2002 309,000 93,936 185,385 - 17,496
Senior Vice 2001 291,000 74,900 174,594 - 20,062
President, Union 2000 276,000 78,700 - 14,100 11,729
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, Union 2000 272,000 71,800 - 32,600 27,408
Electric, CIPS,
Ameren Services
and AEG
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
22
Footnotes to Ameren Summary Compensation Table (Cont.)
<FN>
<F1> Includes compensation received as an officer of Ameren and its
subsidiaries. Each of these individuals was elected as an officer of
the Company upon the Acquisition.
<F2> Amounts for each fiscal year represent bonus compensation earned for
that year payable in the subsequent year.
<F3> Restricted stock awards relate to Ameren common stock. 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 16,213 shares and $673,974 for Mr. Rainwater; 31,663
shares and $1,316,231 for Mr. Mueller; 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
Ameren 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 Ameren 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 Ameren Named Executive Officers are
entitled to voting privileges associated with the restricted shares to
the extent the restricted shares have not been forfeited.
<F4> Options relate to Ameren common stock.
<F5> Amount includes matching contributions to Ameren's 401(k) plan and
above-market earnings on deferred compensation. For fiscal year 2002,
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 $8,312 $6,798
C. W. Mueller 8,455 105,600
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 Ameren with respect to term life insurance
for the benefit of the Ameren Named Executive Officer, as follows:
G. L. Rainwater $7,127
C. W. Mueller 23,020
G. L. Randolph 3,586
P. A. Agathen 3,887
W. L. Baxter 1,097
</FN>
23
AGGREGATED ameren OPTION EXERCISES IN 2002
AND YEAR-END VALUES<F1>
Value of
Unexercised In-the-Money
Shares Options Options
Acquired Value at Year End(#) at Year End($)<F2>
On Realized ----------------------------- -----------------------------
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------- ---------- --------- ----------- ------------- ----------- -------------
G. L. Rainwater - - 41,450 44,850 200,020 342,384
C. W. Mueller - - 168,525 134,675 739,802 1,173,236
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
<FN>
<F1>) No options were granted in 2002.
<F2> These columns represent the excess of the closing price of
Ameren'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.
</FN>
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 Ameren 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.
24
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 Ameren Retirement Plan are
reduced to comply with maximum limitations imposed by the 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 these
Code limitations were not in effect and the reduced benefit payable as a result
of these Code limitations. The plan is unfunded and is not a qualified plan
under the Code.
The following table shows the estimated annual retirement benefits,
including supplemental benefits, which would be payable to each Ameren 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
---- --------------------- ------------------------
G. L. Rainwater 2011 $180,000
C. W. Mueller 2003 349,000
G. L. Randolph 2013 158,000
P. A. Agathen 2012 86,000
W. L. Baxter 2026 135,000
Arrangements with Ameren Named Executive Officers
Ameren Change of Control Severance Plan. Under the Ameren Corporation
Change of Control Severance Plan, designated officers of Ameren and its
subsidiaries, including the Ameren 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
25
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 of directors, cease for any reason to constitute a
majority of the board of directors; 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. The Acquisition did not constitute a
"change of control" as defined in the Ameren Corporation Change of Control
Severance Plan.
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 Code.
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 shall
not be deemed to be incorporated by reference into any such filings.
26
AUDITING COMMITTEE REPORT
The Auditing Committee reviews Central Illinois Light Company's (CILCO)
financial reporting process on behalf of CILCO's 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
Securities and Exchange Commission (SEC) Form 10-K with CILCO'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 CILCO 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",
"Tax 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.
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 CILCO's Annual Report on SEC Form 10-K for the year
ended December 31, 2002, for filing with the SEC.
Auditing Committee:
Harvey Saligman, Chairman
Richard A. Liddy
Richard A. Lumpkin
Paul L. Miller, Jr.
James W. Wogsland
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INDEPENDENT ACCOUNTANTS
Fiscal Year 2002
Deloitte & Touche, LLP served as the independent accountants for the
Company in 2002. Representatives of Deloitte & Touche are not expected to be
present at the Annual Meeting, will not be making any statements and will not be
available to respond to any questions.
Principal Accounting Firm Fees. Aggregate fees billed to the Company for
the fiscal year ending December 31, 2002 by the Company's principal auditing
firm, Deloitte & Touche, were as follows:
Audit Fees $ 398,540
Financial Information Systems Design
and Implementation Fees $ 0
Tax Fees $ 46,525<F1>
All Other Fees $ 57,201<F2>
<FN>
<F1> Tax Fees includes tax consulting services for the Company and its
affiliates, and off-the-shelf tax software programs.
<F2> All Other Fees includes costs for an audit of the Company's benefit
plans, matters related to the Company restructuring initiative and
other general matters.
</FN>
Fiscal Year 2003
The Auditing Committee of the Company's Board of Directors, the present
members of which are identified in the Auditing Committee Report, at its meeting
on March 14, 2003, selected PricewaterhouseCoopers LLP to replace Deloitte &
Touche as independent accountants for the Company for 2003. The Auditing
Committee made this replacement because PricewaterhouseCoopers is serving as
independent accountants for Ameren and its other subsidiaries for 2003.
Representatives of PricewaterhouseCoopers are not expected to be present at the
Annual Meeting, will not be making any statements and will not be available to
respond to any questions.
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
The Auditing Committee of the Company's Board of Directors, at its meeting
on March 14, 2003, approved the dismissal of Deloitte & Touche as independent
accountants for the Company, subject to completion of its services related to
the audit of the fiscal year 2002. PricewaterhouseCoopers will replace Deloitte
& Touche as the Company's independent accountants.
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Deloitte & Touche's reports on the Company's consolidated financial
statements for the fiscal years ended December 31, 2002 and 2001 did not contain
an adverse opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During the term of Deloitte & Touche's relationship with the Company,
including the Company's two most recent fiscal years and the subsequent interim
period through March 14, 2003, there were no disagreements with Deloitte &
Touche on any matters of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved to Deloitte &
Touche's satisfaction, would have caused it to make reference to the subject
matter in connection with its reports on the Company's consolidated financial
statements for such years, and no other events that would be required to be
disclosed in this Proxy Statement occurred.
During the term of Deloitte & Touche's relationship with the Company,
including the Company's two most recent fiscal years and the subsequent interim
period through March 14, 2003, the Company did not consult
PricewaterhouseCoopers regarding the application of accounting principles to a
specified transaction, either contemplated or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, or any other matter or reportable event that would be required to be
reported in this Proxy Statement.
On March 20, 2003, the Company filed with the SEC a Current Report on Form
8-K regarding the change in its independent accountants. In connection
therewith, the Company provided to Deloitte & Touche a copy of the disclosure
relating thereto. Please refer to that Current Report on Form 8-K and any
amendments thereto for a copy of Deloitte & Touche's letter, dated March 20,
2003, indicating its agreement with those statements and certain other
information. For a copy of the Current Report on Form 8-K and any amendments
thereto, please visit Ameren's home page on the internet -
http://www.ameren.com.
29
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the proxy material for
the Company's 2004 Annual Meeting of Shareholders must be received by the
Secretary of the Company on or before December 26, 2003. We expect that the 2004
Annual Meeting of Shareholders will be held on or around April 27, 2004.
In addition, under the Company's by-laws, shareholders 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, the 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 anniversary of the previous year's annual
meeting. A copy of the by-laws can be obtained by written request to the
Secretary of the Company.
MISCELLANEOUS
In addition to the use of the mails, proxies may be solicited by personal
interview or by telephone or other means, and banks, brokers, nominees and other
custodians and fiduciaries will be reimbursed for their reasonable out-of-pocket
expenses in forwarding soliciting material to their principals, the beneficial
owners of stock of the Company. Proxies may be solicited by directors, officers
and key employees of the Company on a voluntary basis without compensation. The
Company will bear the cost of soliciting proxies on its behalf.
------------------------
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K IS BEING FURNISHED WITH THIS PROXY STATEMENT.
FOR UP-TO-DATE INFORMATION ABOUT THE COMPANY, INCLUDING THE COMPANY'S ANNUAL,
QUARTERLY AND CURRENT REPORTS ON FORMS 10-K, 10-Q AND 8-K, RESPECTIVELY, PLEASE
VISIT AMEREN'S HOME PAGE ON THE INTERNET - http://www.ameren.com
30
CENTRAL ILLINOIS LIGHT COMPANY 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 controlled companies of Ameren
Corporation) would not impair the ability of such member to effectively serve on
Central Illinois Light Company'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.
The Chair shall be responsible for leadership of the Auditing Committee,
including overseeing the agenda, presiding over the
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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.
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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 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
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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).
11. The Auditing Committee shall discuss with the independent accountants
any communications between the audit team and the audit
A-4
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.
20. The Auditing Committee shall meet separately with internal auditors,
independent accountants and management at least quarterly.
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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.
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PROXY CARD
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PROXY. PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS BELOW. EACH JOINT OWNER
SHOULD SIGN. ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHERS
SIGNING IN A REPRESENTATIVE CAPACITY SHOULD GIVE THEIR FULL TITLES.
DATE: _________________________________, 2003 1. Election of Directors (Please mark appropriate box with an "X")
FOR all nominees listed WITHHOLD AUTHORITY
____________________________________________ [ ] below (except as marked [ ] to vote for all nominees
SIGNATURE/S to the contrary below) listed below
____________________________________________ Paul A. Agathen, Warner L. Baxter, Scott A. Cisel, Richard A. Liddy,
Richard A. Lumpkin, Paul L. Miller, Jr., Charles W. Mueller, Douglas R.
[ ] ATTENDANCE CARD Oberhelman, Gary L. Rainwater, Harvey Saligman and Thomas R. Voss
REQUESTED
Instructions: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.
_______________________________________________________________________
NO POSTAGE REQUIRED IF RETURNED IN THE ENCLOSED
ENVELOPE AND MAILED IN THE UNITED STATES.
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[GRAPHIC OMITTED][GRAPHIC OMITTED]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gary L. Rainwater, Steven R. Sullivan and Craig W.
Stensland attorneys and proxies with power of substitution to each, with authority to vote all shares
which the undersigned would be entitled to vote if personally present at the 2003 annual meeting of
shareholders of Central Illinois Light Company, or at any adjournment thereof, upon the election of
directors as set forth in the notice of meeting and proxy statement dated April 23, 2003, and, in their
discretion, upon any other matter which may properly come before the meeting. The shares
represented hereby will be voted as directed on the reverse of this card.
IF NOT OTHERWISE DIRECTED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
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