10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Quarterly Period Ended June 30, 2009

OR

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from              to             .

Commission File Number	Exact name of registrant as specified in its charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.
1-14756	Ameren Corporation	43-1723446
	(Missouri Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222
1-2967	Union Electric Company	43-0559760
	(Missouri Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222
1-3672	Central Illinois Public Service Company	37-0211380
	(Illinois Corporation)
	607 East Adams Street
	Springfield, Illinois 62739
	(888) 789-2477
333-56594	Ameren Energy Generating Company	37-1395586
	(Illinois Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222
2-95569	CILCORP Inc.	37-1169387
	(Illinois Corporation)
	300 Liberty Street
	Peoria, Illinois 61602
	(309) 677-5271
1-2732	Central Illinois Light Company	37-0211050
	(Illinois Corporation)
	300 Liberty Street
	Peoria, Illinois 61602
	(309) 677-5271
1-3004	Illinois Power Company	37-0344645
	(Illinois Corporation)
	370 South Main Street
	Decatur, Illinois 62523
	(217) 424-6600

Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Ameren Corporation	Yes	x	No	¨
Union Electric Company	Yes	x	No	¨
Central Illinois Public Service Company	Yes	x	No	¨
Ameren Energy Generating Company	Yes	x	No	¨
Central Illinois Light Company	Yes	x	No	¨
Illinois Power Company	Yes	x	No	¨

CILCORP Inc. has voluntarily filed all reports that it would have been required to file if it had been subject to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Ameren Corporation	Yes	x	No	¨
Union Electric Company	Yes	¨	No	¨
Central Illinois Public Service Company	Yes	¨	No	¨
Ameren Energy Generating Company	Yes	¨	No	¨
CILCORP Inc.	Yes	¨	No	¨
Central Illinois Light Company	Yes	¨	No	¨
Illinois Power Company	Yes	¨	No	¨

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

	Large Accelerated Filer	Accelerated Filer	Non-Accelerated Filer	Smaller Reporting Company
Ameren Corporation	x	¨	¨	¨
Union Electric Company	¨	¨	x	¨
Central Illinois Public Service Company	¨	¨	x	¨
Ameren Energy Generating Company	¨	¨	x	¨
CILCORP Inc.	¨	¨	x	¨
Central Illinois Light Company	¨	¨	x	¨
Illinois Power Company	¨	¨	x	¨

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Ameren Corporation	Yes	¨	No	x
Union Electric Company	Yes	¨	No	x
Central Illinois Public Service Company	Yes	¨	No	x
Ameren Energy Generating Company	Yes	¨	No	x
CILCORP Inc.	Yes	¨	No	x
Central Illinois Light Company	Yes	¨	No	x
Illinois Power Company	Yes	¨	No	x

The number of shares outstanding of each registrant’s classes of common stock as of July 31, 2009, was as follows:

Ameren Corporation	Common stock, $.01 par value per share - 214,372,742
Union Electric Company	Common stock, $5 par value per share, held by Ameren Corporation (parent company of the registrant) - 102,123,834
Central Illinois Public Service Company	Common stock, no par value, held by Ameren Corporation (parent company of the registrant) - 25,452,373
Ameren Energy Generating Company	Common stock, no par value, held by Ameren Energy Resources Company, LLC (parent company of the registrant and subsidiary of Ameren Corporation) - 2,000
CILCORP Inc.	Common stock, no par value, held by Ameren Corporation (parent company of the registrant) - 1,000
Central Illinois Light Company	Common stock, no par value, held by CILCORP Inc. (parent company of the registrant and subsidiary of Ameren Corporation) - 13,563,871
Illinois Power Company	Common stock, no par value, held by Ameren Corporation (parent company of the registrant) - 23,000,000

OMISSION OF CERTAIN INFORMATION

Ameren Energy Generating Company and CILCORP Inc. meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format allowed under that General Instruction.

This combined Form 10-Q is separately filed by Ameren Corporation, Union Electric Company, Central Illinois Public Service Company, Ameren Energy Generating Company, CILCORP Inc., Central Illinois Light Company, and Illinois Power Company. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

TABLE OF CONTENTS

		Page
GLOSSARY OF TERMS AND ABBREVIATIONS		5
Forward-looking Statements		7
PART I	Financial Information
Item 1.	Financial Statements (Unaudited)
	Ameren Corporation
	Consolidated Statement of Income	9
	Consolidated Balance Sheet	10
	Consolidated Statement of Cash Flows	11
	Union Electric Company
	Statement of Income	12
	Balance Sheet	13
	Statement of Cash Flows	14
	Central Illinois Public Service Company
	Statement of Income	15
	Balance Sheet	16
	Statement of Cash Flows	17
	Ameren Energy Generating Company
	Consolidated Statement of Income	18
	Consolidated Balance Sheet	19
	Consolidated Statement of Cash Flows	20
	CILCORP Inc.
	Consolidated Statement of Income	21
	Consolidated Balance Sheet	22
	Consolidated Statement of Cash Flows	23
	Central Illinois Light Company
	Consolidated Statement of Income	24
	Consolidated Balance Sheet	25
	Consolidated Statement of Cash Flows	26
	Illinois Power Company
	Statement of Income	27
	Balance Sheet	28
	Statement of Cash Flows	29
	Combined Notes to Financial Statements	30
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	74
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	105
Item 4 and
Item 4T.	Controls and Procedures	110
PART II	Other Information
Item 1.	Legal Proceedings	110
Item 1A.	Risk Factors	110
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	110
Item 4.	Submission of Matters to a Vote of Security Holders	111
Item 6.	Exhibits	113
Signatures		116

This Form 10-Q contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements should be read with the cautionary statements and important factors included on page 7 of this Form 10-Q under the heading “Forward-looking Statements.” Forward-looking statements are all statements other than statements of historical fact, including those statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” and similar expressions.

4

GLOSSARY OF TERMS AND ABBREVIATIONS

We use the words “our,” “we” or “us” with respect to certain information that relates to all Ameren Companies, as defined below. When appropriate, subsidiaries of Ameren are named specifically as we discuss their various business activities.

AERG - AmerenEnergy Resources Generating Company, a CILCO subsidiary that operates a non-rate-regulated electric generation business in Illinois.

AFS - Ameren Energy Fuels and Services Company, a Resources Company subsidiary that procures fuel and natural gas and manages the related risks for the Ameren Companies.

AITC - Ameren Illinois Transmission Company, an Ameren Corporation subsidiary that is engaged in the construction and operation of transmission assets in Illinois and is regulated by the FERC and the ICC.

Ameren - Ameren Corporation and its subsidiaries on a consolidated basis. In references to financing activities, acquisition activities, or liquidity arrangements, Ameren is defined as Ameren Corporation, the parent.

Ameren Companies - The individual registrants within the Ameren consolidated group.

Ameren Illinois Utilities - CIPS, IP and the rate-regulated electric and gas utility operations of CILCO.

Ameren Services - Ameren Services Company, an Ameren Corporation subsidiary that provides support services to Ameren and its subsidiaries.

APB - Accounting Principles Board.

ARB - Accounting Research Bulletin.

ARO - Asset retirement obligations.

Baseload - The minimum amount of electric power delivered or required over a given period of time at a steady rate.

Btu - British thermal unit, a standard unit for measuring the quantity of heat energy required to raise the temperature of one pound of water by one degree Fahrenheit.

Capacity factor - A percentage measure that indicates how much of an electric power generating unit’s capacity was used during a specific period.

CILCO - Central Illinois Light Company, a CILCORP subsidiary that operates a rate-regulated electric transmission and distribution business, a non-rate-regulated electric generation business through AERG, and a rate-regulated natural gas transmission and distribution business, all in Illinois, as AmerenCILCO. CILCO owns all of the common stock of AERG.

CILCORP - CILCORP Inc., an Ameren Corporation subsidiary that operates as a holding company for CILCO and a non-rate-regulated subsidiary.

CIPS - Central Illinois Public Service Company, an Ameren Corporation subsidiary that operates a rate-regulated electric and natural gas transmission and distribution business in Illinois as AmerenCIPS.

CO₂ - Carbon dioxide.

COLA - Combined nuclear plant construction and operating license application.

Cooling degree-days - The summation of positive differences between the mean daily temperature and a 65-degree Fahrenheit base. This statistic is useful for estimating electricity demand by residential and commercial customers for summer cooling.

CT - Combustion turbine electric generation equipment used primarily for peaking capacity.

Development Company - Ameren Energy Development Company, which was an Ameren Energy Resources Company subsidiary and parent of Genco, Marketing Company, AFS, and Medina Valley. It was eliminated in an internal reorganization in February 2008.

DOE - Department of Energy, a U.S. government agency.

DRPlus - Ameren Corporation’s dividend reinvestment and direct stock purchase plan.

EEI - Electric Energy, Inc., an 80%-owned Ameren Corporation subsidiary that operates non-rate-regulated electric generation facilities and FERC-regulated transmission facilities in Illinois. Prior to February 29, 2008, EEI was 40% owned by UE and 40% owned by Development Company. On February 29, 2008, UE’s 40% ownership interest and Development Company’s 40% ownership interest were transferred to Resources Company. The remaining 20% is owned by Kentucky Utilities Company.

EPA - Environmental Protection Agency, a U.S. government agency.

Equivalent availability factor - A measure that indicates the percentage of time an electric power generating unit was available for service during a period.

Exchange Act - Securities Exchange Act of 1934, as amended.

FAC - A fuel and purchased power cost recovery mechanism that allows UE to recover through customer rates 95% of changes in fuel (coal, coal transportation, natural gas for generation and nuclear) and purchased power costs, net of off-system revenues, including MISO costs and revenues, above or below the amount set in base rates.

FASB - Financial Accounting Standards Board, a rulemaking organization that establishes financial accounting and reporting standards in the United States.

FERC - The Federal Energy Regulatory Commission, a U.S. government agency.

FIN - FASB Interpretation. A FIN statement is an explanation intended to clarify accounting pronouncements previously issued by the FASB.

Fitch - Fitch Ratings, a credit rating agency.

Form 10-K - The combined Annual Report on Form 10-K for the year ended December 31, 2008, filed by the Ameren Companies with the SEC.

FSP - FASB Staff Position, a publication that provides application guidance on FASB literature.

FTRs - Financial transmission rights, financial instruments that entitle the holder to pay or receive compensation for certain congestion-related transmission charges between two designated points.

5

GAAP - Generally accepted accounting principles in the United States of America.

Genco - Ameren Energy Generating Company, a Resources Company subsidiary that operates a non-rate-regulated electric generation business in Illinois and Missouri.

Gigawatthour - One thousand megawatthours.

Heating degree-days - The summation of negative differences between the mean daily temperature and a 65- degree Fahrenheit base. This statistic is useful as an indicator of demand for electricity and natural gas for winter space heating for residential and commercial customers.

ICC - Illinois Commerce Commission, a state agency that regulates Illinois utility businesses, including the rate-regulated operations of CIPS, CILCO and IP.

Illinois Customer Choice Law - Illinois Electric Service Customer Choice and Rate Relief Law of 1997, which provided for electric utility restructuring and was designed to introduce competition into the retail supply of electric energy in Illinois.

Illinois electric settlement agreement - A comprehensive settlement of issues in Illinois arising out of the end of ten years of frozen electric rates, effective January 2, 2007. The Illinois electric settlement agreement, which became effective on August 28, 2007, was designed to avoid new rate rollback and freeze legislation and legislation that would impose a tax on electric generation in Illinois. The settlement addressed the issue of power procurement, and it included a comprehensive rate relief and customer assistance program.

Illinois EPA - Illinois Environmental Protection Agency, a state government agency.

Illinois Regulated - A financial reporting segment consisting of the regulated electric and natural gas transmission and distribution businesses of CIPS, CILCO, IP and AITC.

IP - Illinois Power Company, an Ameren Corporation subsidiary. IP operates a rate-regulated electric and natural gas transmission and distribution business in Illinois as AmerenIP.

IP LLC - Illinois Power Securitization Limited Liability Company, which was a special-purpose Delaware limited-liability company. It was dissolved in February 2009 because the remaining TFNs, with respect to which this entity was created, were redeemed by IP in September 2008.

IP SPT - Illinois Power Special Purpose Trust, which was created as a subsidiary of IP LLC to issue TFNs as allowed under the Illinois Customer Choice Law. It was dissolved in February 2009 because the remaining TFNs were redeemed by IP in September 2008.

IPA - Illinois Power Agency, a state government agency that has broad authority to assist in the procurement of electric power for residential and nonresidential customers beginning in June 2009.

Kilowatthour - A measure of electricity consumption equivalent to the use of 1,000 watts of power over a period of one hour.

MACT - Maximum Achievable Control Technology.

Marketing Company - Ameren Energy Marketing Company, a Resources Company subsidiary that markets power for Genco, AERG and EEI.

Medina Valley - AmerenEnergy Medina Valley Cogen L.L.C., a Resources Company subsidiary, which owns a 40-megawatt gas-fired electric generation plant.

Megawatthour - One thousand kilowatthours.

MGP - Manufactured gas plant.

MISO - Midwest Independent Transmission System Operator, Inc.

MISO Day Two Energy Market - A market that uses market-based pricing, incorporating transmission congestion and line losses, to compensate market participants for power.

Missouri Regulated - A financial reporting segment consisting of UE’s rate-regulated businesses.

Mmbtu - One million Btus.

Money pool - Borrowing agreements among Ameren and its subsidiaries to coordinate and provide for certain short-term cash and working capital requirements. Separate money pools maintained for rate-regulated and non-rate-regulated business are referred to as the utility money pool and the non-state-regulated subsidiary money pool, respectively.

Moody’s - Moody’s Investors Service Inc., a credit rating agency.

MoPSC - Missouri Public Service Commission, a state agency that regulates Missouri utility businesses, including the rate-regulated operations of UE.

MPS - Multi-Pollutant Standard, an agreement reached in 2006 among Genco, CILCO (AERG), EEI and the Illinois EPA, which was codified in Illinois environmental regulations.

MTM - Mark-to-market.

MW - Megawatt.

Native load - Wholesale customers and end-use retail customers, whom we are obligated to serve by statute, franchise, contract, or other regulatory requirement.

Non-rate-regulated Generation - A financial reporting segment consisting of the operations or activities of Genco, the CILCORP parent company, AERG, EEI, Medina Valley, and Marketing Company. Also referred to as our Merchant Generation segment.

NO_x - Nitrogen oxide.

Noranda - Noranda Aluminum, Inc.

NPNS - Normal purchases and normal sales.

NRC - Nuclear Regulatory Commission, a U.S. government agency.

NYMEX - New York Mercantile Exchange.

OCI - Other comprehensive income (loss) as defined by GAAP.

Off-system revenues - Revenues from other than native load sales.

OTC - Over-the-counter.

PGA - Purchased Gas Adjustment tariffs, which allow the passing through of the actual cost of natural gas to utility customers.

6

PUHCA 2005 - The Public Utility Holding Company Act of 2005, enacted as part of the Energy Policy Act of 2005, effective February 8, 2006.

Regulatory lag - Adjustments to retail electric and natural gas rates are based on historic cost levels. Rate increase requests can take up to 11 months to be acted upon by the MoPSC and the ICC. As a result, revenue increases authorized by regulators will lag behind changing costs.

Resources Company - Ameren Energy Resources Company, LLC, an Ameren Corporation subsidiary that consists of non-rate-regulated operations, including Genco, Marketing Company, EEI, AFS, and Medina Valley. It is the successor to Ameren Energy Resources Company, which was eliminated in an internal reorganization in February 2008.

RFP - Request for proposal.

S&P - Standard & Poor’s Ratings Services, a credit rating agency that is a division of The McGraw-Hill Companies, Inc.

SEC - Securities and Exchange Commission, a U.S. government agency.

SFAS - Statement of Financial Accounting Standards, the accounting and financial reporting rules issued by the FASB.

SO₂ - Sulfur dioxide.

TFN - Transitional Funding Trust Notes issued by IP SPT as allowed under the Illinois Customer Choice Law. IP designated a portion of cash received from customer billings to pay the TFNs. The designated funds received by IP were remitted to IP SPT. The designated funds were restricted for the sole purpose of making payments of principal and interest on, and paying other fees and expenses related to, the TFNs. Since the application of FIN 46R, IP did not consolidate IP SPT. Therefore, the obligation to IP SPT appears on IP’s balance sheet as of December 31, 2007. In September 2008, IP redeemed the remaining TFNs.

UE - Union Electric Company, an Ameren Corporation subsidiary that operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas transmission and distribution business in Missouri as AmerenUE.

VIE - Variable-interest entity.

FORWARD-LOOKING STATEMENTS

Statements in this report not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed under Risk Factors and elsewhere in this report and in our other filings with the SEC, could cause actual results to differ materially from management expectations suggested in such forward-looking statements:

• regulatory or legislative actions, including changes in regulatory policies and ratemaking determinations, such as the outcome of pending UE, CIPS, CILCO and IP rate proceedings, and future rate proceedings or future legislative actions that seek to limit or reverse rate increases;

• uncertainty as to the continued effectiveness of the Illinois power procurement process;

• changes in laws and other governmental actions, including monetary and fiscal policies;

• changes in laws or regulations that adversely affect the ability of electric distribution companies and other purchasers of wholesale electricity to pay their suppliers, including UE and Marketing Company;

• enactment of legislation taxing electric generators, in Illinois or elsewhere;

• the effects of increased competition in the future due to, among other things, deregulation of certain aspects of our business at both the state and federal levels, and the implementation of deregulation, such as occurred when the electric rate freeze and power supply contracts expired in Illinois at the end of 2006;

• increasing capital expenditure and operating expense requirements and our ability to recover these costs in a timely fashion in light of regulatory lag;

• the effects of participation in the MISO;

• the cost and availability of fuel such as coal, natural gas, and enriched uranium used to produce electricity; the cost and availability of purchased power and natural gas for distribution; and the level and volatility of future market prices for such commodities, including the ability to recover the costs for such commodities;

• the effectiveness of our risk management strategies and the use of financial and derivative instruments;

• prices for power in the Midwest, including forward prices;

• business and economic conditions, including their impact on interest rates, bad debt expense, and demand for our products;

• disruptions of the capital markets or other events that make the Ameren Companies’ access to necessary capital, including short-term credit and liquidity, impossible, more difficult or more costly;

• our assessment of our liquidity;

• the impact of the adoption of new accounting standards and the application of appropriate technical accounting rules and guidance;

• actions of credit rating agencies and the effects of such actions;

7

• the impact of weather conditions and other natural phenomena on us and our customers;

• the impact of system outages caused by severe weather conditions or other events;

• generation plant construction, installation and performance, including costs associated with UE’s Taum Sauk pumped-storage hydroelectric plant incident and the plant’s future operation;

• impairments of long-lived assets or goodwill;

• the recovery of costs associated with UE’s Taum Sauk pumped-storage hydroelectric plant incident and investment in a COLA for a second unit at its Callaway nuclear plant;

• operation of UE’s nuclear power facility, including planned and unplanned outages, and decommissioning costs;

• the effects of strategic initiatives, including acquisitions and divestitures;

• the impact of current environmental regulations on utilities and power generating companies and the expectation that more stringent requirements, including those related to greenhouse gases, will be enacted over time, which could limit the operation of our generating units or otherwise have a negative financial effect;

• labor disputes, future wage and employee benefits costs, including changes in discount rates and returns on benefit plan assets;

• the inability of our counterparties and affiliates to meet their obligations with respect to contracts, credit facilities and financial instruments;

• the cost and availability of transmission capacity for the energy generated by the Ameren Companies’ facilities or required to satisfy energy sales made by the Ameren Companies;

• legal and administrative proceedings; and

• acts of sabotage, war, terrorism or intentionally disruptive acts.

Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to update or revise publicly any forward-looking statements to reflect new information or future events.

8

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

AMEREN CORPORATION

CONSOLIDATED STATEMENT OF INCOME

(Unaudited) (In millions, except per share amounts)

	Three Months Ended June 30,				Six Months Ended   June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	1,515	$	1,547	$	2,910	$	3,016
Gas		169		243		690		855
Total operating revenues		1,684		1,790		3,600		3,871
Operating Expenses:
Fuel		287		200		561		502
Coal contract settlement		-		(60)		-		(60)
Purchased power		219		306		452		593
Gas purchased for resale		83		165		466		624
Other operations and maintenance		451		476		872		905
Depreciation and amortization		182		171		356		340
Taxes other than income taxes		97		89		207		202
Total operating expenses		1,319		1,347		2,914		3,106
Operating Income		365		443		686		765
Other Income and Expenses:
Miscellaneous income		17		19		33		38
Miscellaneous expense		(7)		(8)		(11)		(13)
Total other income		10		11		22		25
Interest Charges		124		118		242		218
Income Before Income Taxes		251		336		466		572
Income Taxes		83		119		153		206
Net Income		168		217		313		366
Less: Net Income Attributable to Noncontrolling Interests		3		11		7		22
Net Income Attributable to Ameren Corporation	$	165	$	206	$	306	$	344
Earnings per Common Share – Basic and Diluted	$	0.77	$	0.98	$	1.43	$	1.64
Dividends per Common Share	$	0.385	$	0.635	$	0.770	$	1.270
Average Common Shares Outstanding		213.6		209.5		213.1		209.1

The accompanying notes are an integral part of these consolidated financial statements.

9

AMEREN CORPORATION

CONSOLIDATED BALANCE SHEET

(Unaudited) (In millions, except per share amounts)

	June 30,     2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	251	$	92
Accounts receivable – trade (less allowance for doubtful accounts of $35 and $28, respectively)		450		502
Unbilled revenue		365		427
Miscellaneous accounts and notes receivable		337		292
Materials and supplies		733		842
Mark-to-market derivative assets		277		207
Other current assets		251		232
Total current assets		2,664		2,594
Property and Plant, Net		17,006		16,567
Investments and Other Assets:
Nuclear decommissioning trust fund		249		239
Goodwill		831		831
Intangible assets		150		167
Regulatory assets		1,616		1,653
Other assets		674		606
Total investments and other assets		3,520		3,496
TOTAL ASSETS	$	23,190	$	22,657
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	129	$	380
Short-term debt		965		1,174
Accounts and wages payable		523		813
Taxes accrued		131		54
Interest accrued		126		107
Mark-to-market derivative liabilities		234		155
Other current liabilities		437		380
Total current liabilities		2,545		3,063
Long-term Debt, Net		7,321		6,554
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		2,194		2,131
Accumulated deferred investment tax credits		95		100
Regulatory liabilities		1,307		1,291
Asset retirement obligations		418		406
Pension and other postretirement benefits		1,486		1,495
Other deferred credits and liabilities		470		438
Total deferred credits and other liabilities		5,970		5,861
Commitments and Contingencies (Notes 2, 8, 9 and 10)
Ameren Corporation Stockholders’ Equity:
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 214.2 and 212.3, respectively		2		2
Other paid-in capital, principally premium on common stock		4,835		4,780
Retained earnings		2,323		2,181
Accumulated other comprehensive income (loss)		(13)		-
Total Ameren Corporation stockholders’ equity		7,147		6,963
Noncontrolling Interests		207		216
Total equity		7,354		7,179
TOTAL LIABILITIES AND EQUITY	$	23,190	$	22,657

The accompanying notes are an integral part of these consolidated financial statements.

10

AMEREN CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited) (In millions)

	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	313	$	366
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of emission allowances		-		(2)
Net mark-to-market gain on derivatives		(56)		(94)
Coal contract settlement		-		(60)
Depreciation and amortization		364		350
Amortization of nuclear fuel		25		20
Amortization of debt issuance costs and premium/discounts		7		8
Deferred income taxes and investment tax credits, net		77		107
Other		11		4
Changes in assets and liabilities:
Receivables		93		15
Materials and supplies		109		16
Accounts and wages payable		(204)		(38)
Taxes accrued		77		(58)
Assets, other		53		32
Liabilities, other		68		65
Pension and other postretirement benefits		23		29
Counterparty collateral, net		(4)		(126)
Taum Sauk costs, net of insurance recoveries		(48)		(133)
Net cash provided by operating activities		908		501
Cash Flows From Investing Activities:
Capital expenditures		(846)		(798)
Nuclear fuel expenditures		(35)		(123)
Purchases of securities – nuclear decommissioning trust fund		(288)		(247)
Sales of securities – nuclear decommissioning trust fund		291		231
Purchases of emission allowances		(4)		(2)
Sales of emission allowances		-		2
Other		-		2
Net cash used in investing activities		(882)		(935)
Cash Flows From Financing Activities:
Dividends on common stock		(164)		(266)
Debt issuance costs		(47)		(9)
Dividends paid to noncontrolling interest holders		(16)		(21)
Short-term debt, net		(209)		(22)
Redemptions, repurchases, and maturities of long-term debt		(250)		(808)
Issuances:
Common stock		47		75
Long-term debt		772		1,335
Net cash provided by financing activities		133		284
Net change in cash and cash equivalents		159		(150)
Cash and cash equivalents at beginning of year		92		355
Cash and cash equivalents at end of period	$	251	$	205

The accompanying notes are an integral part of these consolidated financial statements.

11

UNION ELECTRIC COMPANY

STATEMENT OF INCOME

(Unaudited) (In millions)

	Three Months Ended June 30,				Six Months Ended   June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric – excluding off-system	$	634	$	586	$	1,080	$	1,073
Electric – off-system		91		150		224		304
Gas		26		35		101		118
Other		1		-		2		-
Total operating revenues		752		771		1,407		1,495
Operating Expenses:
Fuel		163		104		298		251
Purchased power		28		37		61		90
Gas purchased for resale		12		18		60		73
Other operations and maintenance		220		238		436		455
Depreciation and amortization		90		82		176		163
Taxes other than income taxes		66		60		128		120
Total operating expenses		579		539		1,159		1,152
Operating Income		173		232		248		343
Other Income and Expenses:
Miscellaneous income		15		15		28		29
Miscellaneous expense		(2)		(2)		(4)		(4)
Total other income		13		13		24		25
Interest Charges		57		50		110		91
Income Before Income Taxes and Equity in Income of Unconsolidated Investment		129		195		162		277
Income Taxes		45		71		56		100
Income Before Equity in Income of Unconsolidated Investment		84		124		106		177
Equity in Income of Unconsolidated Investment, Net of Taxes		-		-		-		11
Net Income		84		124		106		188
Preferred Stock Dividends		2		2		3		3
Net Income Available to Common Stockholder	$	82	$	122	$	103	$	185

The accompanying notes as they relate to UE are an integral part of these financial statements.

12

UNION ELECTRIC COMPANY

BALANCE SHEET

(Unaudited) (In millions, except per share amounts)

	June 30,     2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	30	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $8 and $8, respectively)		163		142
Unbilled revenue		168		111
Miscellaneous accounts and notes receivable		311		261
Accounts receivable – affiliates		79		32
Materials and supplies		345		339
Mark-to-market derivative assets		31		50
Other current assets		67		58
Total current assets		1,194		993
Property and Plant, Net		9,218		8,995
Investments and Other Assets:
Nuclear decommissioning trust fund		249		239
Intangible assets		41		48
Regulatory assets		908		897
Other assets		389		352
Total investments and other assets		1,587		1,536
TOTAL ASSETS	$	11,999	$	11,524
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	4	$	4
Short-term debt		460		251
Intercompany note payable – Ameren		-		92
Accounts and wages payable		190		360
Accounts payable – affiliates		104		151
Taxes accrued		136		20
Interest accrued		75		56
Other current liabilities		132		121
Total current liabilities		1,101		1,055
Long-term Debt, Net		4,022		3,673
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		1,433		1,372
Accumulated deferred investment tax credits		78		80
Regulatory liabilities		926		922
Asset retirement obligations		326		317
Pension and other postretirement benefits		522		494
Other deferred credits and liabilities		50		49
Total deferred credits and other liabilities		3,335		3,234
Commitments and Contingencies (Notes 2, 8, 9 and 10)
Stockholders’ Equity:
Common stock, $5 par value, 150.0 shares authorized – 102.1 shares outstanding		511		511
Other paid-in capital, principally premium on common stock		1,119		1,119
Preferred stock not subject to mandatory redemption		113		113
Retained earnings		1,798		1,794
Accumulated other comprehensive income		-		25
Total stockholders’ equity		3,541		3,562
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,999	$	11,524

The accompanying notes as they relate to UE are an integral part of these financial statements.

13

UNION ELECTRIC COMPANY

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)

	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	106	$	188
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of emission allowances		-		(1)
Net mark-to-market gain on derivatives		(30)		(73)
Depreciation and amortization		176		163
Amortization of nuclear fuel		25		20
Amortization of debt issuance costs and premium/discounts		3		3
Deferred income taxes and investment tax credits, net		49		74
Other		(5)		(9)
Changes in assets and liabilities:
Receivables		(146)		66
Materials and supplies		(4)		(17)
Accounts and wages payable		(162)		(227)
Taxes accrued		116		(31)
Assets, other		17		53
Liabilities, other		26		26
Pension and other postretirement benefits		10		13
Taum Sauk costs, net of insurance recoveries		(48)		(133)
Net cash provided by operating activities		133		115
Cash Flows From Investing Activities:
Capital expenditures		(421)		(377)
Nuclear fuel expenditures		(35)		(123)
Proceeds from intercompany note receivable		-		6
Purchases of securities – nuclear decommissioning trust fund		(288)		(247)
Sales of securities – nuclear decommissioning trust fund		291		231
Other		-		1
Net cash used in investing activities		(453)		(509)
Cash Flows From Financing Activities:
Dividends on common stock		(99)		(105)
Dividends on preferred stock		(3)		(3)
Debt issuance costs		(14)		(5)
Short-term debt, net		209		(49)
Intercompany note payable – Ameren, net		(92)		50
Redemptions, repurchases, and maturities of long-term debt		-		(378)
Issuances of long-term debt		349		699
Net cash provided by financing activities		350		209
Net change in cash and cash equivalents		30		(185)
Cash and cash equivalents at beginning of year		-		185
Cash and cash equivalents at end of period	$	30	$	-

The accompanying notes as they relate to UE are an integral part of these financial statements.

14

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

STATEMENT OF INCOME

(Unaudited) (In millions)

	Three Months Ended June 30,				Six Months Ended   June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	163	$	169	$	328	$	349
Gas		33		38		131		148
Other		-		-		2		-
Total operating revenues		196		207		461		497
Operating Expenses:
Purchased power		94		108		200		231
Gas purchased for resale		16		24		89		104
Other operations and maintenance		55		48		98		98
Depreciation and amortization		17		17		34		34
Taxes other than income taxes		8		7		18		19
Total operating expenses		190		204		439		486
Operating Income		6		3		22		11
Other Income and Expenses:
Miscellaneous income		2		3		5		6
Miscellaneous expense		-		(2)		(1)		(2)
Total other income		2		1		4		4
Interest Charges		7		8		14		15
Income (Loss) Before Income Taxes		1		(4)		12		-
Income Taxes (Benefit)		-		(1)		4		-
Net Income (Loss)		1		(3)		8		-
Preferred Stock Dividends		-		-		1		1
Net Income (Loss) Available to Common Stockholder	$	1	$	(3)	$	7	$	(1)

The accompanying notes as they relate to CIPS are an integral part of these financial statements.

15

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

BALANCE SHEET

(Unaudited) (In millions)

	June 30,     2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	10	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $6 and $6, respectively)		61		79
Unbilled revenue		51		74
Miscellaneous accounts and notes receivable		1		1
Accounts receivable – affiliates		4		4
Current portion of intercompany note receivable – Genco		45		42
Current portion of intercompany tax receivable – Genco		9		9
Materials and supplies		38		70
Counterparty collateral asset		19		21
Current portion of regulatory assets		58		31
Other current assets		18		8
Total current assets		314		339
Property and Plant, Net		1,239		1,212
Investments and Other Assets:
Intercompany note receivable – Genco		-		45
Intercompany tax receivable – Genco		89		93
Regulatory assets		228		195
Other assets		31		33
Total investments and other assets		348		366
TOTAL ASSETS	$	1,901	$	1,917
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	-	$	62
Borrowings from money pool		-		44
Accounts and wages payable		60		48
Accounts payable – affiliates		50		49
Taxes accrued		5		7
Customer deposits		15		16
Mark-to-market derivative liabilities		21		17
Mark-to-market derivative liabilities – affiliates		37		14
Other current liabilities		45		51
Total current liabilities		233		308
Long-term Debt, Net		421		421
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		265		259
Accumulated deferred investment tax credits		8		9
Regulatory liabilities		238		234
Pension and other postretirement benefits		78		79
Other deferred credits and liabilities		122		78
Total deferred credits and other liabilities		711		659
Commitments and Contingencies (Notes 2, 8, and 9)
Stockholders’ Equity:
Common stock, no par value, 45.0 shares authorized – 25.5 shares outstanding		-		-
Other paid-in capital		191		191
Preferred stock not subject to mandatory redemption		50		50
Retained earnings		295		288
Total stockholders’ equity		536		529
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,901	$	1,917

The accompanying notes as they relate to CIPS are an integral part of these financial statements.

16

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)

	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	8	$	-
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		34		34
Amortization of debt issuance costs and premium/discounts		1		1
Deferred income taxes and investment tax credits, net		(2)		(2)
Changes in assets and liabilities:
Receivables		45		20
Materials and supplies		32		18
Accounts and wages payable		8		12
Taxes accrued		(2)		(12)
Assets, other		4		29
Liabilities, other		(5)		7
Pension and other postretirement benefits		2		2
Net cash provided by operating activities		125		109
Cash Flows From Investing Activities:
Capital expenditures		(47)		(41)
Proceeds from intercompany note receivable – Genco		42		39
Net cash used in investing activities		(5)		(2)
Cash Flows From Financing Activities:
Dividends on preferred stock		(1)		(1)
Debt issuance costs		(3)		-
Short-term debt, net		(62)		(100)
Money pool borrowings, net		(44)		3
Redemptions, repurchases, and maturities of long-term debt		-		(35)
Net cash used in financing activities		(110)		(133)
Net change in cash and cash equivalents		10		(26)
Cash and cash equivalents at beginning of year		-		26
Cash and cash equivalents at end of period	$	10	$	-

The accompanying notes as they relate to CIPS are an integral part of these financial statements.

17

AMEREN ENERGY GENERATING COMPANY

CONSOLIDATED STATEMENT OF INCOME

(Unaudited) (In millions)

	Three Months Ended June 30,				Six Months Ended     June 30,
	2009		2008		2009		2008
Operating Revenues	$	218	$	196	$	443	$	429
Operating Expenses:
Fuel		69		49		145		137
Coal contract settlement		-		(60)		-		(60)
Other operations and maintenance		43		53		81		93
Depreciation and amortization		17		16		33		32
Taxes other than income taxes		5		5		10		11
Total operating expenses		134		63		269		213
Operating Income		84		133		174		216
Miscellaneous Income		-		1		-		1
Interest Charges		13		17		29		26
Income Before Income Taxes		71		117		145		191
Income Taxes		25		43		52		71
Net Income	$	46	$	74	$	93	$	120

The accompanying notes as they relate to Genco are an integral part of these consolidated financial statements.

18

AMEREN ENERGY GENERATING COMPANY

CONSOLIDATED BALANCE SHEET

(Unaudited) (In millions)

	June 30,     2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	3	$	2
Accounts receivable – affiliates		103		88
Miscellaneous accounts and notes receivable		6		15
Materials and supplies		121		122
Other current assets		13		10
Total current assets		246		237
Property and Plant, Net		2,037		1,950
Intangible Assets		42		49
Other Assets		13		8
TOTAL ASSETS	$	2,338	$	2,244
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Current portion of intercompany note payable – CIPS	$	45	$	42
Borrowings from money pool		114		80
Accounts and wages payable		65		82
Accounts payable – affiliates		70		58
Current portion of intercompany tax payable – CIPS		9		9
Taxes accrued		23		16
Other current liabilities		41		43
Total current liabilities		367		330
Long-term Debt, Net		774		774
Intercompany Note Payable – CIPS		-		45
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		156		136
Accumulated deferred investment tax credits		5		6
Intercompany tax payable – CIPS		89		93
Asset retirement obligations		51		49
Pension and other postretirement benefits		69		67
Other deferred credits and liabilities		38		49
Total deferred credits and other liabilities		408		400
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholder’s Equity:
Common stock, no par value, 10,000 shares authorized – 2,000 shares outstanding		-		-
Other paid-in capital		503		503
Retained earnings		334		241
Accumulated other comprehensive loss		(48)		(49)
Total stockholder’s equity		789		695
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	2,338	$	2,244

The accompanying notes as they relate to Genco are an integral part of these consolidated financial statements.

19

AMEREN ENERGY GENERATING COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited) (In millions)

	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	93	$	120
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of emission allowances		-		(1)
Net mark-to-market gain on derivatives		(8)		(29)
Coal contract settlement		-		(60)
Depreciation and amortization		41		45
Deferred income taxes and investment tax credits, net		16		18
Other		5		1
Changes in assets and liabilities:
Receivables		(6)		28
Materials and supplies		1		(16)
Accounts and wages payable		16		(24)
Taxes accrued		7		2
Assets, other		(3)		8
Liabilities, other		(14)		(2)
Pension and other postretirement benefits		2		2
Net cash provided by operating activities		150		92
Cash Flows From Investing Activities:
Capital expenditures		(135)		(117)
Purchases of emission allowances		(2)		(2)
Sales of emission allowances		-		1
Net cash used in investing activities		(137)		(118)
Cash Flows From Financing Activities:
Dividends on common stock		-		(84)
Debt issuance costs		(4)		(2)
Short-term debt, net		-		(100)
Money pool borrowings, net		34		(49)
Intercompany note payable – CIPS		(42)		(39)
Issuances of long-term debt		-		300
Net cash provided by (used in) financing activities		(12)		26
Net change in cash and cash equivalents		1		-
Cash and cash equivalents at beginning of year		2		2
Cash and cash equivalents at end of period	$	3	$	2

The accompanying notes as they relate to Genco are an integral part of these consolidated financial statements.

20

CILCORP INC.

CONSOLIDATED STATEMENT OF INCOME

(Unaudited) (In millions)

	Three Months Ended June 30,				Six Months Ended   June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	178	$	163	$	348	$	357
Gas		33		69		157		220
Support services		18		-		34		-
Other		3		1		4		1
Total operating revenues		232		233		543		578
Operating Expenses:
Fuel		26		25		48		53
Purchased power		40		63		87		141
Gas purchased for resale		19		50		115		165
Other operations and maintenance		66		49		127		96
Goodwill impairment loss		-		-		462		-
Depreciation and amortization		19		22		36		43
Taxes other than income taxes		6		5		14		14
Total operating expenses		176		214		889		512
Operating Income (Loss)		56		19		(346)		66
Other Income and Expenses:
Miscellaneous income		-		1		-		1
Miscellaneous expense		(1)		(2)		(2)		(2)
Total other expenses		(1)		(1)		(2)		(1)
Interest Charges		17		13		31		28
Income (Loss) Before Income Taxes		38		5		(379)		37
Income Taxes		14		-		29		12
Net Income (Loss)		24		5		(408)		25
Less: Net Income Attributable to Noncontrolling Interests		-		1		-		1
Net Income (Loss) Attributable to CILCORP Inc.	$	24	$	4	$	(408)	$	24

The accompanying notes as they relate to CILCORP are an integral part of these consolidated financial statements.

21

CILCORP INC.

CONSOLIDATED BALANCE SHEET

(Unaudited) (In millions, except shares)

	June 30,     2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	64	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $10 and $3, respectively)		43		60
Unbilled revenue		25		65
Accounts and notes receivable – affiliates		64		59
Advances to money pool		1		2
Materials and supplies		100		131
Current portion of accumulated deferred income taxes, net		15		24
Counterparty collateral asset		22		16
Current portion of regulatory assets		39		24
Other current assets		18		4
Total current assets		391		385
Property and Plant, Net		1,748		1,710
Investments and Other Assets:
Goodwill		80		542
Intangible assets		34		35
Regulatory assets		182		171
Other assets		30		22
Total investments and other assets		326		770
TOTAL ASSETS	$	2,465	$	2,865
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	125	$	126
Short-term debt		-		286
Borrowings from money pool		-		98
Intercompany note payable – Ameren		556		152
Accounts and wages payable		59		117
Accounts payable – affiliates		75		84
Taxes accrued		3		4
Mark-to-market derivative liabilities		22		21
Mark-to-market derivative liabilities – affiliates		17		7
Other current liabilities		74		69
Total current liabilities		931		964
Long-term Debt, Net		535		536
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		212		212
Accumulated deferred investment tax credits		4		5
Regulatory liabilities		60		59
Pension and other postretirement benefits		230		216
Other deferred credits and liabilities		122		104
Total deferred credits and other liabilities		628		596
Commitments and Contingencies (Notes 2, 8 and 9)
CILCORP Inc. Stockholder’s Equity:
Common stock, no par value, 10,000 shares authorized – 1,000 shares outstanding		-		-
Other paid-in capital		638		627
Retained earnings (deficit)		(308)		100
Accumulated other comprehensive income		22		23
Total CILCORP Inc. stockholder’s equity		352		750
Noncontrolling Interest		19		19
Total equity		371		769
TOTAL LIABILITIES AND EQUITY	$	2,465	$	2,865

The accompanying notes as they relate to CILCORP are an integral part of these consolidated financial statements.

22

CILCORP INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited) (In millions)

	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income (loss)	$	(408)	$	25
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net mark-to-market gain on derivatives		(3)		(7)
Depreciation and amortization		35		43
Amortization of debt issuance costs and premium/discounts		1		-
Deferred income taxes and investment tax credits, net		6		14
Loss on goodwill impairment		462		-
Changes in assets and liabilities:
Receivables		50		10
Materials and supplies		31		9
Accounts and wages payable		(38)		43
Taxes accrued		(1)		-
Assets, other		(12)		(12)
Liabilities, other		9		9
Pension and postretirement benefits		11		(5)
Net cash provided by operating activities		143		129
Cash Flows From Investing Activities:
Capital expenditures		(96)		(140)
Money pool advances, net		1		-
Purchases of emission allowances		(1)		-
Other		-		(1)
Net cash used in investing activities		(96)		(141)
Cash Flows From Financing Activities:
Debt issuance costs		(14)		-
Dividends paid to noncontrolling interest holders		-		(1)
Short-term debt, net		(286)		30
Intercompany note payable – Ameren, net		404		13
Money pool borrowings, net		(98)		2
Redemptions, repurchases and maturities of long-term debt		-		(19)
Capital contribution from parent		11		-
Net cash provided by financing activities		17		25
Net change in cash and cash equivalents		64		13
Cash and cash equivalents at beginning of year		-		6
Cash and cash equivalents at end of period	$	64	$	19

The accompanying notes as they relate to CILCORP are an integral part of these consolidated financial statements.

23

CENTRAL ILLINOIS LIGHT COMPANY

CONSOLIDATED STATEMENT OF INCOME

(Unaudited) (In millions)

	Three Months Ended June 30,				Six Months Ended   June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	178	$	163	$	348	$	357
Gas		33		69		157		220
Support services		18		-		34		-
Other		3		1		4		1
Total operating revenues		232		233		543		578
Operating Expenses:
Fuel		24		23		46		50
Purchased power		40		63		87		141
Gas purchased for resale		19		50		115		165
Other operations and maintenance		66		49		129		97
Depreciation and amortization		18		21		34		41
Taxes other than income taxes		6		5		14		14
Total operating expenses		173		211		425		508
Operating Income		59		22		118		70
Other Income and Expenses:
Miscellaneous income		-		1		-		1
Miscellaneous expense		(2)		(1)		(3)		(1)
Total other expenses		(2)		-		(3)		-
Interest Charges		8		5		15		11
Income Before Income Taxes		49		17		100		59
Income Taxes		18		5		36		21
Net Income		31		12		64		38
Preferred Stock Dividends		-		1		-		1
Net Income Available to Common Stockholder	$	31	$	11	$	64	$	37

The accompanying notes as they relate to CILCO are an integral part of these consolidated financial statements.

24

CENTRAL ILLINOIS LIGHT COMPANY

CONSOLIDATED BALANCE SHEET

(Unaudited) (In millions)

	June 30,     2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	64	$	-
Accounts receivable – trade (less allowance for doubtful accounts of $10 and $3, respectively)		43		60
Unbilled revenue		25		65
Accounts receivable – affiliates		60		51
Materials and supplies		100		131
Counterparty collateral asset		22		16
Current portion of regulatory assets		39		24
Other current assets		26		19
Total current assets		379		366
Property and Plant, Net		1,774		1,734
Investments and Other Assets:
Intangible assets		2		1
Regulatory assets		182		171
Other assets		22		22
Total investments and other assets		206		194
TOTAL ASSETS	$	2,359	$	2,294
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	-	$	236
Borrowings from money pool		-		98
Intercompany note payable – Ameren		346		-
Accounts and wages payable		58		117
Accounts payable – affiliates		67		83
Taxes accrued		3		8
Mark-to-market derivative liabilities		22		21
Mark-to-market derivative liabilities – affiliates		17		7
Other current liabilities		65		60
Total current liabilities		578		630
Long-term Debt, Net		279		279
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		179		171
Accumulated deferred investment tax credits		4		5
Regulatory liabilities		208		206
Pension and other postretirement benefits		230		216
Other deferred credits and liabilities		121		103
Total deferred credits and other liabilities		742		701
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholders’ Equity:
Common stock, no par value, 20.0 shares authorized – 13.6 shares outstanding		-		-
Other paid-in capital		440		429
Preferred stock not subject to mandatory redemption		19		19
Retained earnings		304		240
Accumulated other comprehensive loss		(3)		(4)
Total stockholders’ equity		760		684
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,359	$	2,294

The accompanying notes as they relate to CILCO are an integral part of these consolidated financial statements.

25

CENTRAL ILLINOIS LIGHT COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited) (In millions)

	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income	$	64	$	38
Adjustments to reconcile net income to net cash provided by operating activities:
Net mark-to-market gain on derivatives		(3)		(7)
Depreciation and amortization		35		41
Amortization of debt issuance costs and premium/discounts		1		-
Deferred income taxes and investment tax credits, net		5		14
Changes in assets and liabilities:
Receivables		46		13
Materials and supplies		31		9
Accounts and wages payable		(46)		42
Taxes accrued		(5)		(1)
Assets, other		(6)		(14)
Liabilities, other		9		6
Pension and postretirement benefits		14		(1)
Net cash provided by operating activities		145		140
Cash Flows From Investing Activities:
Capital expenditures		(96)		(140)
Purchases of emission allowances		(1)		-
Other		-		1
Net cash used in investing activities		(97)		(139)
Cash Flows From Financing Activities:
Dividends on preferred stock		-		(1)
Debt issuance costs		(7)		-
Short-term debt, net		(236)		30
Intercompany note payable – Ameren, net		346		-
Money pool borrowings, net		(98)		2
Redemptions, repurchases and maturities of long-term debt		-		(19)
Capital contribution from parent		11		-
Net cash provided by financing activities		16		12
Net change in cash and cash equivalents		64		13
Cash and cash equivalents at beginning of year		-		6
Cash and cash equivalents at end of period	$	64	$	19

The accompanying notes as they relate to CILCO are an integral part of these consolidated financial statements.

26

ILLINOIS POWER COMPANY

STATEMENT OF INCOME

(Unaudited) (In millions)

	Three Months Ended June 30,				Six Months Ended   June 30,
	2009		2008		2009		2008
Operating Revenues:
Electric	$	247	$	258	$	499	$	496
Gas		74		101		290		365
Other		4		1		8		2
Total operating revenues		325		360		797		863
Operating Expenses:
Purchased power		126		161		275		314
Gas purchased for resale		33		71		191		276
Other operations and maintenance		77		83		144		154
Depreciation and amortization		25		20		49		40
Amortization of regulatory assets		4		4		8		8
Taxes other than income taxes		13		13		34		36
Total operating expenses		278		352		701		828
Operating Income		47		8		96		35
Other Income and Expenses:
Miscellaneous income		1		3		2		6
Miscellaneous expense		-		(2)		(1)		(3)
Total other income		1		1		1		3
Interest Charges		26		26		52		50
Income (Loss) Before Income Taxes		22		(17)		45		(12)
Income Taxes (Benefit)		9		(7)		18		(5)
Net Income (Loss)		13		(10)		27		(7)
Preferred Stock Dividends		-		-		1		1
Net Income (Loss) Available to Common Stockholder	$	13	$	(10)	$	26	$	(8)

The accompanying notes as they relate to IP are an integral part of these financial statements.

27

ILLINOIS POWER COMPANY

BALANCE SHEET

(Unaudited) (In millions)

	June 30,      2009		December 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	64	$	50
Accounts receivable – trade (less allowance for doubtful accounts of $11 and $12, respectively)		118		152
Unbilled revenue		74		133
Accounts receivable – affiliates		53		23
Advances to money pool		-		44
Materials and supplies		94		144
Counterparty collateral asset		32		35
Current portion of regulatory assets		90		57
Other current assets		27		21
Total current assets		552		659
Property and Plant, Net		2,356		2,329
Investments and Other Assets:
Goodwill		214		214
Regulatory assets		565		517
Other assets		57		47
Total investments and other assets		836		778
TOTAL ASSETS	$	3,744	$	3,766
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	-	$	250
Accounts and wages payable		72		94
Accounts payable – affiliates		136		105
Taxes accrued		4		8
Customer deposits		40		50
Mark-to-market derivative liabilities		43		36
Mark-to-market derivative liabilities – affiliates		47		20
Other current liabilities		81		85
Total current liabilities		423		648
Long-term Debt, Net		1,146		1,150
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		191		176
Regulatory liabilities		83		76
Pension and other postretirement benefits		297		314
Other deferred credits and liabilities		270		151
Total deferred credits and other liabilities		841		717
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholders’ Equity:
Common stock, no par value, 100.0 shares authorized – 23.0 shares outstanding		-		-
Other paid-in-capital		1,252		1,194
Preferred stock not subject to mandatory redemption		46		46
Retained earnings		32		7
Accumulated other comprehensive income		4		4
Total stockholders’ equity		1,334		1,251
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,744	$	3,766

The accompanying notes as they relate to IP are an integral part of these financial statements.

28

ILLINOIS POWER COMPANY

STATEMENT OF CASH FLOWS

(Unaudited) (In millions)

	Six Months Ended June 30,
	2009		2008
Cash Flows From Operating Activities:
Net income (loss)	$	27	$	(7)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		53		43
Amortization of debt issuance costs and premium/discounts		2		4
Deferred income taxes		13		14
Other		(1)		-
Changes in assets and liabilities:
Receivables		65		24
Materials and supplies		50		20
Accounts and wages payable		22		41
Taxes accrued		(4)		(2)
Assets, other		9		(1)
Liabilities, other		22		40
Pension and other postretirement benefits		3		3
Net cash provided by operating activities		261		179
Cash Flows From Investing Activities:
Capital expenditures		(91)		(73)
Money pool advances, net		44		(5)
Other		-		(1)
Net cash used in investing activities		(47)		(79)
Cash Flows From Financing Activities:
Dividends on common stock		-		(30)
Dividends on preferred stock		(1)		(1)
Debt issuance costs		(7)		(2)
Redemptions, repurchases and maturities of long-term debt		(250)		(337)
Issuance of long-term debt		-		336
Capital contribution from parent		58		-
IP SPT maturities		-		(43)
Overfunding of TFNs		-		4
Net cash used in financing activities		(200)		(73)
Net change in cash and cash equivalents		14		27
Cash and cash equivalents at beginning of year		50		6
Cash and cash equivalents at end of period	$	64	$	33

The accompanying notes as they relate to IP are an integral part of these financial statements.

29

AMEREN CORPORATION (Consolidated)

UNION ELECTRIC COMPANY

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

AMEREN ENERGY GENERATING COMPANY (Consolidated)

CILCORP INC. (Consolidated)

CENTRAL ILLINOIS LIGHT COMPANY (Consolidated)

ILLINOIS POWER COMPANY

COMBINED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

June 30, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Ameren, headquartered in St. Louis, Missouri, is a public utility holding company under PUHCA 2005, administered by FERC. Ameren’s primary assets are the common stock of its subsidiaries. Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets and liabilities. These subsidiaries operate rate-regulated electric generation, transmission and distribution businesses, rate-regulated natural gas transmission and distribution businesses, and non-rate-regulated electric generation businesses in Missouri and Illinois. Dividends on Ameren’s common stock and the payment of other expenses by Ameren and CILCORP holding companies depend on distributions made to it by its subsidiaries. Ameren’s principal subsidiaries are listed below. Also see the Glossary of Terms and Abbreviations at the front of this report.

• UE, or Union Electric Company, also known as AmerenUE, operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas transmission and distribution business in Missouri.

• CIPS, or Central Illinois Public Service Company, also known as AmerenCIPS, operates a rate-regulated electric and natural gas transmission and distribution business in Illinois.

• Genco, or Ameren Energy Generating Company, operates a non-rate-regulated electric generation business in Illinois and Missouri.

• CILCO, or Central Illinois Light Company, also known as AmerenCILCO, is a subsidiary of CILCORP (a holding company). It operates a rate-regulated electric transmission and distribution business, a non-rate-regulated electric generation business (through its subsidiary, AERG) and a rate-regulated natural gas transmission and distribution business, all in Illinois.

• IP, or Illinois Power Company, also known as AmerenIP, operates a rate-regulated electric and natural gas transmission and distribution business in Illinois.

Ameren has various other subsidiaries responsible for the short- and long-term marketing of power, procurement of fuel, management of commodity risks, and provision of other shared services. Ameren has an 80% ownership interest in EEI, which until February 29, 2008, was held 40% by UE and 40% by Development Company. Ameren consolidates EEI for financial reporting purposes. UE reported EEI under the equity method until February 29, 2008. Effective February 29, 2008, UE’s and Development Company’s ownership interests in EEI were transferred to Resources Company through an internal reorganization. UE’s interest in EEI was transferred at book value indirectly through a dividend to Ameren.

The financial statements of Ameren, Genco, CILCORP and CILCO are prepared on a consolidated basis. UE, CIPS and IP have no subsidiaries and therefore their financial statements were not prepared on a consolidated basis. All significant intercompany transactions have been eliminated. All tabular dollar amounts are in millions, unless otherwise indicated.

Our accounting policies conform to GAAP. Our financial statements reflect all adjustments (which include normal, recurring adjustments) that are necessary, in our opinion, for a fair presentation of our results. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. Such estimates and assumptions affect reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. The results of operations of an interim period may not give a true indication of results that may be expected for a full year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K.

Management has performed an evaluation of subsequent events through August 6, 2009, which was the date Ameren’s financial statements were issued and the date UE’s, CIPS’, Genco’s, CILCORP’s, CILCO’s, and IP’s financial statements were available to be issued.

Earnings Per Share

There were no material differences between Ameren’s basic and diluted earnings per share amounts for the three and six months ended June 30, 2009 and 2008. The number of stock options, restricted stock shares, and performance share units outstanding was immaterial.

30

Long-term Incentive Plan of 1998 and 2006 Omnibus Incentive Compensation Plan

A summary of nonvested shares as of June 30, 2009, under the Long-term Incentive Plan of 1998, as amended, and the 2006 Omnibus Incentive Compensation Plan (2006 Plan) is presented below:

	Performance Share Units				Restricted Shares
	Shares		Weighted-average Fair Value Per Unit		Shares		Weighted-average Fair Value Per Share
Nonvested at January 1, 2009	675,977		$	43.28	213,683		$	47.46
Granted(a)	741,738			15.52	-			-
Dividends	-			-	4,134			23.99
Forfeitures	(4,080	)		29.47	(3,645	)		48.30
Vested(b)	(126,620	)		16.98	(82,277	)		45.15
Nonvested at June 30, 2009	1,287,015		$	29.91	131,895		$	48.92

(a) Includes performance share units (share units) granted to certain executive and nonexecutive officers and other eligible employees in March 2009 under the 2006 Plan.

(b) Share units vested due to attainment of retirement eligibility by certain employees. Actual shares issued for retirement-eligible employees will vary depending on actual performance over the three-year measurement period.

The fair value of each share unit awarded in March 2009 under the 2006 Plan was determined to be $15.52 based on Ameren’s closing common share price of $22.20 per share at March 2, 2009, and lattice simulations used to estimate expected share payout based on Ameren’s total shareholder return for a three-year performance period relative to the designated peer group beginning January 1, 2009. The significant assumptions used to calculate fair value also included a three-year risk-free rate of 1.24%, volatility of 21.3% to 33.1% for the peer group, and Ameren’s attainment of earnings per share of at least $2.54 during each year of the performance period.

Ameren recorded compensation expense of $3 million and $7 million for the three months ended June 30, 2009 and 2008, respectively, and a related tax benefit of $1 million and $3 million for the three months ended June 30, 2009 and 2008, respectively. Ameren recorded compensation expense of $8 million and $14 million for each of the six-month periods ended June 30, 2009 and 2008, respectively, and a related tax benefit of $3 million and $5 million for the six-month periods ended June 30, 2009 and 2008, respectively. As of June 30, 2009, total compensation expense of $15 million related to nonvested awards not yet recognized is expected to be recognized over a weighted-average period of 22 months.

Accounting Changes and Other Matters

SFAS No. 157, Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value, and expands required disclosures about fair value measurements. We adopted SFAS No. 157 as of January 1, 2008, for financial assets and liabilities and as of January 1, 2009, for nonfinancial assets and liabilities not already reported at fair value on a recurring basis. See Note 7 - Fair Value Measurements for additional information on our adoption of SFAS No. 157.

SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51

In December 2007, the FASB issued SFAS No. 160, which establishes accounting and reporting standards for minority interests, which have been recharacterized as noncontrolling interests. Under the provisions of SFAS No. 160, noncontrolling interests will be classified as a component of equity separate from the parent’s equity; purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions; net income attributable to the noncontrolling interest will be included in consolidated net income in the statement of income; and upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value, with any gain or loss recognized in earnings. We adopted SFAS No. 160 as of the beginning of 2009. SFAS No. 160 applies prospectively, except for the presentation and disclosure requirements, for which it applies retroactively. This standard is applicable to Ameren and CILCORP. See Noncontrolling Interest below for additional information.

SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133

In March 2008, the FASB issued SFAS No. 161, which requires enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and its related interpretations, and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 was effective in the first quarter of 2009. The adoption

31

of SFAS No. 161 did not have a material impact on our results of operations, financial position, or liquidity, because it provided enhanced disclosure requirements only. See Note 6 - Derivative Financial Instruments for additional information on our adoption of SFAS No. 161.

FSP SFAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued FSP SFAS No. 157-4, which was effective for us as of June 30, 2009. FSP SFAS No. 157-4 provides additional guidance regarding the factors that should be considered in estimating fair value when there has been a significant decrease in market activity for an asset or liability. The guidance, which applies to all fair value measurements, does not change the objective of a fair value measurement. The adoption of FSP SFAS No. 157-4 did not have a material impact on our results of operations, financial position, or liquidity.

FSP SFAS No. 107-1 and APB Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued FSP SFAS No. 107-1 and APB Opinion No. 28-1, which was effective for us as of June 30, 2009. It amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” and APB Opinion No. 28, “Interim Financial Reporting,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The adoption of FSP SFAS No. 107-1 and APB Opinion No. 28-1 did not have a material impact on our results of operations, financial position, or liquidity, because it provides enhanced disclosure requirements only. See Note 7 - Fair Value Measurements for our interim reporting disclosures.

FSP SFAS No. 115-2 and SFAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued FSP SFAS No. 115-2 and SFAS No. 124-2, which establishes a new method of recognizing and reporting other-than-temporary impairments of debt securities and contains additional annual and interim disclosure requirements related to debt and equity securities. Under the FSP, an impairment of debt securities is other-than-temporary if (1) the entity intends to sell the security, (2) it is more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis, or (3) the entity does not expect to recover the security’s entire amortized cost basis. FSP SFAS No. 115-2 and SFAS No. 124-2 was effective for us as of June 30, 2009. The adoption of FSP SFAS No. 115-2 and SFAS No. 124-2 did not have a material impact on our results of operations, financial position, or liquidity.

SFAS No. 165, Subsequent Events

In May 2009, the FASB issued SFAS No. 165, effective for interim and annual reporting periods ending after June 15, 2009. SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 was effective for us as of June 30, 2009. The adoption did not have a material impact on our results of operations, financial position, or liquidity.

SFAS No. 167, Amendments to FASB Interpretation No. 46(R)

In June 2009, the FASB issued SFAS No. 167, which significantly changes the consolidation model for VIEs. SFAS No. 167 requires an enterprise to qualitatively assess the determination of the primary beneficiary of a VIE based on whether the entity (1) has the power to direct matters that most significantly impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Additionally, SFAS No. 167 changes the consideration of kick-out rights in determining if an entity is a VIE, which may cause certain additional entities to now be considered VIEs. Further, SFAS No. 167 requires an ongoing reconsideration of the primary beneficiary. It also amends the events that trigger a reassessment of whether an entity is a VIE. This standard is effective for us as of January 1, 2010. We are still determining the impact the adoption of SFAS No. 167 will have on our results of operations, financial position, and liquidity, if any.

SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162

In June 2009, the FASB issued SFAS No. 168 (the “Codification”), which will become the primary source of authoritative GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification modifies the hierarchy of GAAP to include only two levels: authoritative and nonauthoritative. The Codification will supersede all non-SEC accounting and reporting standards. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. The Codification was effective for us as of July 1, 2009. The adoption of the Codification will not impact our results of operations, financial position, or liquidity. The adoption of the Codification will change future referencing of authoritative accounting literature to conform to the Codification.

32

Goodwill and Intangible Assets

Goodwill. Goodwill represents the excess of the purchase price of an acquisition over the fair value of the net assets acquired. Ameren’s and IP’s goodwill relates to the acquisition of IP in 2004. Ameren’s and CILCORP’s goodwill relates to the acquisition of CILCORP in 2003. Ameren’s goodwill also includes an additional 20% ownership interest in EEI acquired in 2004 as well as the acquisition of Medina Valley in 2003. During the first quarter of 2009, CILCORP recognized a non-cash goodwill impairment loss of $462 million. Ameren and IP did not recognize a goodwill impairment in the first quarter of 2009. See Note 14 - Goodwill Impairment for further information about CILCORP’s goodwill impairment.

Intangible Assets. We evaluate intangible assets for impairment if events or changes in circumstances indicate that their carrying amount might be impaired. Ameren’s, UE’s, Genco’s, CILCORP’s and CILCO’s intangible assets consisted of emission allowances at June 30, 2009. See also Note 9 - Commitments and Contingencies for additional information on emission allowances.

The following table presents the SO₂ and NO_x emission allowances held and the related aggregate SO₂ and NO_x emission allowance book values that were carried as intangible assets at June 30, 2009. Emission allowances consist of various individual emission allowance certificates and do not have expiration dates. Emission allowances are charged to fuel expense as they are used in operations.

SO2 and NOx in tons	SO2 (a)	NOx (b)	Book Value(c)
Ameren(d)	3,144,000	51,267	150	(e)
UE	1,686,000	28,633	41
Genco	764,000	15,152	42
CILCORP	360,000	2,621	34	(f)
CILCO (AERG)	360,000	2,621	2
EEI	334,000	4,861	7

(a) Vintages are from 2009 to 2019. Each company possesses additional allowances for use in periods beyond 2019.

(b) Vintage is 2009.

(c) The book value represents SO₂ and NO_x emission allowances for use in periods through 2038. The book value at December 31, 2008, for Ameren, UE, Genco, CILCORP, CILCO (AERG), and EEI was $167 million, $48 million, $49 million, $35 million, $1 million, and $9 million, respectively.

(d) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(e) Includes $25 million of fair-market value adjustments recorded in connection with Ameren’s 2004 acquisition of an additional 20% ownership interest in EEI.

(f) Includes fair market value adjustments recorded in connection with Ameren’s acquisition of CILCORP.

The following table presents the amortization expense based on usage of emission allowances, net of gains from emission allowance sales, for Ameren, UE, Genco, CILCORP and CILCO (AERG) during the three and six months ended June 30, 2009 and 2008.

	Three Months					Six Months
	2009			2008		2009			2008
Ameren(a)(b)	$	8		$	9	$	13		$	16
UE		(c	)		-		(c	)		(1	)
Genco		5			6		8			13
CILCORP(b)		2			3		2			3
CILCO (AERG)		1			-		1			-

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(b) Includes allowances consumed that were recorded through purchase accounting.

(c) Less than $1 million.

Excise Taxes

Excise taxes imposed on us are reflected on Missouri electric, Missouri gas, and Illinois gas customer bills. They are recorded gross in Operating Revenues and Operating Expenses - Taxes Other than Income Taxes on the statement of income. Excise taxes reflected on Illinois electric customer bills are imposed on the consumer and are therefore not included in revenues and expenses. They are recorded as tax collections payable and included in Taxes Accrued on the balance sheet. The following table presents excise taxes recorded in Operating Revenues and Operating Expenses - Taxes Other than Income Taxes for the three and six months ended June 30, 2009 and 2008:

	Three Months				Six Months
	2009		2008		2009		2008
Ameren	$	42	$	38	$	84	$	87
UE		30		27		53		52
CIPS		3		3		8		9
CILCORP		2		2		6		7
CILCO		2		2		6		7
IP		7		6		17		19

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Uncertain Tax Positions

The amount of unrecognized tax benefits as of June 30, 2009, was $106 million, $24 million, less than $1 million, $39 million, $27 million, $27 million and less than $1 million for Ameren, UE, CIPS, Genco, CILCORP, CILCO and IP, respectively. The total unrecognized tax benefits (detriments) that would impact the effective tax rate, if recognized, for each of the respective companies was as follows: Ameren - $10 million, UE - $1 million, CIPS - $- million, Genco - ($2 million), CILCORP - less than $1 million, CILCO - less than $1 million, and IP - $- million.

Ameren remains subject to U.S. federal income tax examination by the Internal Revenue Service for years 2005, 2006 and 2007. State income tax returns are generally subject to examination for a period of three years after filing of the return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. The Ameren Companies do not have material state income tax issues under examination, administrative appeals, or litigation.

It is reasonably possible that events will occur during the next 12 months that would cause the total amount of unrecognized tax benefits to increase or decrease. However, the Ameren Companies do not believe such increases or decreases would be material to their financial condition or results of operations.

Asset Retirement Obligations

AROs at Ameren, UE, CIPS, Genco, CILCORP, CILCO and IP increased compared to December 31, 2008, to reflect the accretion of obligations to their fair values.

Noncontrolling Interest

At Ameren, noncontrolling interest comprises the 20% of EEI’s net assets that are not owned by Ameren and the preferred stock not subject to mandatory redemption of the Ameren subsidiaries. These noncontrolling interests are classified as a component of equity separate from Ameren’s equity in its consolidated balance sheet. At CILCORP, noncontrolling interest comprises the preferred stock not subject to mandatory redemption of its subsidiary, CILCO. This noncontrolling interest is classified as a component of equity separate from CILCORP’s equity in CILCORP’s consolidated balance sheet. Equity changes attributable to the noncontrolling interest at Ameren included net income of $3 million and $11 million and dividends paid to the noncontrolling interest holders of $8 million and $11 million for the three months ended June 30, 2009 and 2008, respectively. Equity changes attributable to the noncontrolling interest at Ameren included net income of $7 million and $22 million and dividends paid to the noncontrolling interest holders of $16 million and $21 million for the six months ended June 30, 2009, and 2008, respectively. CILCORP had no changes in equity attributable to the noncontrolling interest for the three and six months ended June 30, 2009. For the three and six months ended June 30, 2008, equity changes attributable to the noncontrolling interest at CILCORP included net income of $1 million and $1 million, respectively, and dividends paid to the noncontrolling interest holders of $1 million and $1 million, respectively.

NOTE 2 - RATE AND REGULATORY MATTERS

Below is a summary of significant regulatory proceedings and related lawsuits. We are unable to predict the ultimate outcome of these matters, the timing of the final decisions of the various agencies and courts, or the impact on our results of operations, financial position, or liquidity.

Missouri

2009 Electric Rate Order

In January 2009, the MoPSC issued an order approving an increase for UE in annual revenues of approximately $162 million for electric service and the implementation of a FAC and a vegetation management and infrastructure inspection cost tracking mechanism, among other things. In February 2009, Noranda and the Missouri Office of Public Counsel appealed certain aspects of the MoPSC decision to the Circuit Court of Pemiscot County, Missouri, the Circuit Court of Stoddard County, Missouri, and the Circuit Court of Cole County, Missouri. UE cannot predict the outcome of the court appeals.

Pending Electric Rate Case

UE filed a request with the MoPSC in July 2009 to increase its annual revenues for electric service by $402 million. Included in this increase request was approximately $227 million of anticipated increases in normalized net fuel costs in excess of the net fuel costs included in base rates previously authorized by the MoPSC in its January 2009 electric rate order which, absent initiation of this general rate proceeding, would have been eligible for recovery through UE’s existing FAC. The balance of the increase request is based primarily on investments made to continue system-wide reliability improvements for customers, increases in costs essential to generating and delivering electricity, and higher financing costs. The electric rate increase request is based on a 11.5% return on equity, a capital structure composed of 47.4% equity, a rate base for UE of $6.0 billion, and a test year ended March 31, 2009, with certain pro-forma adjustments through the anticipated true-up date of February 28, 2010.

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UE’s filing includes a request for interim rate relief which, if approved, would place into effect approximately $37 million of the requested increase on October 1, 2009, subject to refund with interest based on the final outcome of the rate proceeding. The amount of this interim increase request reflects the increased revenue requirement associated with rate base additions made by UE between October 2008 and May 2009.

As part of its filing, UE also requested the MoPSC to approve the implementation of an environmental cost recovery mechanism and a storm restoration cost tracker. The environmental cost recovery mechanism, if approved, would allow UE to twice each year adjust electric rates outside of general rate proceedings to reflect changes in its prudently incurred costs to comply with federal, state or local environmental laws, regulations or rules greater than or less than the amount set in base rates. Rate adjustments pursuant to this cost recovery mechanism would not be permitted to exceed an annual amount equal to 2.5% of UE’s gross jurisdictional electric revenues and would be subject to prudency reviews of the MoPSC. UE’s request is consistent with the environmental cost recovery rules approved by the MoPSC in April 2009. The storm restoration cost tracker would permit UE a more timely recovery of storm restoration operations and maintenance expenditures.

In addition, UE requested that the MoPSC approve the continued use of the FAC and the vegetation management and infrastructure inspection cost tracking mechanism that the MoPSC previously authorized in its January 2009 electric rate order, and the continued use of the regulatory tracking mechanism for pension and postretirement benefit costs that the MoPSC previously authorized in its May 2007 electric rate order.

UE’s filing with the MoPSC also seeks approval to revise the tariff under which it serves Noranda, UE’s largest electric customer, to prospectively address the significant lost revenues UE can incur due to Noranda’s operational issues at its smelter plant in southeastern Missouri, like the revenue losses resulting from the January 2009 storm-related power outage. The tariff change that UE is proposing would permit it to collect from Noranda the revenue authorized by the MoPSC in this rate case regardless of the level at which the Noranda plant is operating prospectively. If the plant is operating at levels less than the levels assumed in rates, Noranda would receive a credit reflecting any revenues received by UE from energy sales resulting from the decrease in actual energy sales to Noranda. The result would be that UE is able to recover its costs without impacting other customers regardless of Noranda’s actual energy use.

The MoPSC proceeding relating to the proposed electric service rate changes will take place over a period of up to 11 months, and a decision by the MoPSC in such proceeding is required by the end of June 2010. UE cannot predict the level of any electric service rate change the MoPSC may approve, when any rate change (interim or final) may go into effect, whether the cost recovery mechanisms and trackers requested will be approved or continued, or whether any rate change that may eventually be approved will be sufficient to enable UE to recover its costs and earn a reasonable return on its investments when the rate change goes into effect.

Missouri 2009 Energy Efficiency Legislation

In July 2009, the Missouri governor signed a law that takes effect August 28, 2009, that, among other things, allows electric utilities to recover costs related to MoPSC-approved energy efficiency programs. Recovery is only permitted if the program is approved by the MoPSC, results in energy savings, and is beneficial to all customers in the class for which the program is proposed. The new law would potentially, among other items, allow UE to earn a return on its energy efficiency programs as opposed to the current model of cost recovery.

Illinois

Pending Electric and Natural Gas Delivery Service Rate Cases

CIPS, CILCO and IP filed requests with the ICC in June 2009 to increase their annual revenues for electric delivery service by $181 million in the aggregate (CIPS - $51 million, CILCO - $28 million, and IP - $102 million). In supplemental testimony filed in July 2009, CIPS, CILCO, and IP revised their requests to an increase in annual revenues for electric delivery service of $176 million in the aggregate (CIPS - $50 million, CILCO - $28 million, and IP - $98 million). The electric rate increase requests are based on an 11.75% to 12.25% return on equity, a capital structure composed of 44% to 49% equity, an aggregate rate base for the Ameren Illinois Utilities of $2.4 billion, and a test year ended December 31, 2008, with certain known and measurable adjustments through May 2010.

CIPS, CILCO and IP also filed requests with the ICC in June 2009 to increase their annual revenues for natural gas delivery service by $45 million in the aggregate (CIPS - $11 million, CILCO - $9 million, and IP - $25 million). In supplemental testimony filed in July 2009, CIPS, CILCO, and IP revised their requests to an increase in annual revenues for natural gas delivery service of $43 million in the aggregate (CIPS - $11 million, CILCO - $9 million, and

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IP - $23 million). The natural gas rate increase requests are based on an 11.25% to 11.6% return on equity, a capital structure composed of 44% to 49% equity, an aggregate rate base for the Ameren Illinois Utilities of $1.0 billion, and a test year ended December 31, 2008, with certain known and measurable adjustments through May 2010.

The ICC proceedings relating to the proposed electric and natural gas delivery service rate changes will take place over a period of up to 11 months, and decisions by the ICC in such proceedings are required by May 2010. The Ameren Illinois Utilities cannot predict the level of any delivery service rate changes the ICC may approve, when any rate changes may go into effect, or whether any rate changes that may eventually be approved will be sufficient to enable the Ameren Illinois Utilities to recover their costs and earn a reasonable return on their investments when the rate changes go into effect.

Illinois Electric Settlement Agreement

The Ameren Illinois Utilities, Genco, and CILCO (AERG) recognize in their financial statements the costs of their respective rate relief contributions and program funding, under the Illinois electric settlement agreement, in a manner corresponding with the timing of the funding. As a result, Ameren, CIPS, CILCO (Illinois Regulated), IP, Genco, and CILCO (AERG) incurred charges to earnings, primarily recorded as a reduction to electric operating revenues, during the quarter ended June 30, 2009, of $6 million, $1 million, less than $1 million, $1 million, $3 million, and $1 million, respectively (quarter ended June 30, 2008 - $11 million, $1 million, $1 million, $2 million, $5 million, and $2 million, respectively) and during the six months ended June 30, 2009, of $12 million, $2 million, $1 million, $2 million, $5 million, and $2 million, respectively (six months ended June 30, 2008 - $22 million, $3 million, $2 million, $4 million, $9 million, and $4 million, respectively).

Power Procurement Plan

In January 2009, the ICC approved the electric power procurement plan filed by the IPA for both the Ameren Illinois Utilities and Commonwealth Edison Company. The plan outlined the wholesale products that the IPA procured on behalf of the Ameren Illinois Utilities for the period June 1, 2009, through May 31, 2014. The IPA procured capacity, energy swaps, and renewable energy credits through a RFP process on behalf of the Ameren Illinois Utilities in the second quarter of 2009. See Note 8 - Related Party Transactions and Note 9 - Commitments and Contingencies for further information about the results of the RFPs.

ICC Reliability Audit

In August 2007, the ICC retained Liberty Consulting Group to investigate, analyze, and report to the ICC on the Ameren Illinois Utilities’ transmission and distribution systems and reliability following the July 2006 wind storms and a November 2006 ice storm. In October 2008, Liberty Consulting Group presented the ICC with a final report containing recommendations for the Ameren Illinois Utilities to improve their systems and their response to emergencies. The ICC directed the Ameren Illinois Utilities to present to the ICC a plan to implement Liberty Consulting Group’s recommendations. The plan was submitted to the ICC in November 2008. Liberty Consulting Group will monitor the Ameren Illinois Utilities’ efforts to implement the recommendations and any initiatives that the Ameren Illinois Utilities undertake. The Ameren Illinois Utilities expect to incur $20 million of capital costs and an estimated $60 million of cumulative operations and maintenance expenses for the 2009 through 2013 timeframe in order to implement the recommendations. The Ameren Illinois Utilities requested recovery for 2009 and 2010 costs in the electric delivery service rate cases filed in June 2009, and they will seek recovery of the remainder of these costs in future rate cases.

Illinois 2009 Energy Legislation

In July 2009, a new law became effective in Illinois that, among other things, establishes new energy efficiency targets for Illinois natural gas utilities, develops a percentage of income payment plan for low-income utility customers, and allows electric and gas utilities to recover through a rate adjustment the difference between their actual bad debt expense and the bad debt expense included in their rates. The legislation provides utilities the ability to adjust their rates annually through a rate adjustment mechanism beginning with 2008 and prospectively. During 2008, the Ameren Illinois Utilities under collected approximately $25 million (CIPS - $5 million, CILCO - $4 million, and IP - $16 million). The Ameren Illinois Utilities plan to file with the ICC in August 2009 electric and gas rate adjustment clause tariffs to recover bad debt expense not recovered in 2008 and to adjust rates to recover the differential thereafter. The ICC has up to 180 days from the date of filing to approve, or approve as modified, the filed tariffs. Upon ICC approval of the rate adjustment clause tariffs, the Ameren Illinois Utilities will be required to make a one-time $10 million donation (CIPS - $3 million, CILCO - $2 million, and IP - $5 million) for customer assistance programs.

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Federal

Nuclear Combined Construction and Operating License Application

In July 2008, UE filed an application with the NRC for a combined construction and operating license for a potential new 1,600-megawatt nuclear unit at UE’s existing Callaway County, Missouri, nuclear plant site. UE had also signed contracts for COLA-related services and certain long lead-time nuclear-unit related equipment (heavy forgings).

In early 2009, the Missouri Clean and Renewable Energy Construction Act was separately introduced in both the Missouri Senate and House of Representatives. These bills were designed to allow the MoPSC to authorize, among other things, utilities to recover the costs of financing and tax payments associated with a new generating plant while that plant is being constructed. Recovery of actual construction costs still could not have begun until a plant was put into service. UE believes legislation allowing timely recovery of financing costs during construction must be enacted in order for it to build a new nuclear unit to meet its baseload generation capacity needs. However, passage of this or other legislation was not a commitment or guarantee that UE would build a new nuclear unit.

In April 2009, senior management of UE announced that they had asked the legislative sponsors of the Missouri Clean and Renewable Energy Construction Act to withdraw the bills from consideration by the Missouri General Assembly. UE believed pursuing the legislation being considered in the Missouri Senate in its current form would not give it the financial and regulatory certainty needed to complete the project. As a result, UE announced that it was suspending its efforts to build a new nuclear unit at its existing Missouri nuclear plant site. In June 2009, UE requested the NRC suspend review of the COLA and all activities related to the COLA. UE will consider all available and feasible generation options to meet future customer requirements as part of an integrated resource plan that UE is due to file with the MoPSC in 2011.

As of June 30, 2009, UE had capitalized approximately $65 million as construction work in progress related to the COLA. The incurred costs will remain capitalized while management assesses all options to maximize the value of its investment in this project. However, UE cannot at this time predict which option will ultimately be selected, whether any or all of its investment in this project will be realized or whether there will be a material impact on UE’s and Ameren’s results of operations. If all efforts are permanently abandoned with respect to the future construction of a new nuclear unit in Missouri, it is possible that a charge to earnings could be recognized in a future period.

Prior to June 30, 2009, UE made contractual payments to the heavy forgings manufacturer of $14 million and had remaining contractual commitments of $81 million. In July 2009, an agreement was reached with the heavy forgings manufacturer to terminate the heavy forgings procurement agreement, and $5 million of previously-made payments were retained by the manufacturer as a penalty for terminating the contract, which was charged to earnings in June 2009.

FERC Order - MISO Charges

In May 2007, UE, CIPS, CILCO and IP filed with the U.S. Court of Appeals for the District of Columbia Circuit an appeal of FERC’s March 2007 order involving the reallocation of certain MISO operational costs among MISO participants retroactive to 2005. In August 2007, the court granted FERC’s motion to hold the appeal in abeyance until the end of the continuing proceedings at FERC regarding these costs. Other MISO participants also filed appeals. On August 10, 2007, UE, CIPS, CILCO, and IP filed a complaint with FERC regarding the MISO tariff’s allocation methodology for these same MISO operational charges. In November 2007, FERC issued two orders relative to these allocation matters. One of these orders addressed requests for rehearing of prior orders in the proceedings, and one concerned MISO’s compliance with FERC’s orders to date in the proceedings. In December 2007, UE, CIPS, CILCO and IP requested FERC’s clarification or rehearing of its November 2007 order regarding MISO’s compliance with FERC’s orders. UE, CIPS, CILCO, and IP maintained that MISO was required to reallocate certain of MISO’s operational costs among MISO market participants, which would result in refunds to UE, CIPS, CILCO, and IP retroactive to April 2006. On November 7, 2008, FERC issued an order granting the request for clarification and directed MISO to reallocate certain MISO operational costs among MISO participants and provide refunds for the period April 2006 to August 2007 (“November 7, 2008 Clarification Order”). On November 10, 2008, FERC granted further relief requested in the complaints filed by UE, CIPS, CILCO, IP and others regarding further reallocation for these same MISO operational charges and directed MISO to calculate refunds for the period from August 10, 2007, forward (“November 10, 2008 Complaint Order”).

Several parties to these proceedings protested MISO’s proposed implementation of these refunds, requested rehearing of FERC’s orders and, in some cases, have appealed FERC’s orders to the courts. In March 2009, MISO began resettling its markets to provide refunds as FERC directed effective on August 10, 2007. On May 6,

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2009, FERC issued an order that upheld most of the conclusions of the November 10, 2008 Complaint Order but changed the effective date for refunds such that certain operational costs will be allocated among MISO market participants beginning November 10, 2008, instead of August 10, 2007. UE, CIPS, CILCO and IP filed for rehearing of the May 2009 order regarding the change to the refund effective date. This rehearing request is pending.

With respect to the November 7, 2008 Clarification Order, in June 2009 FERC issued an order dismissing rehearing requests of such clarification order and waiving refunds of amounts billed that were included in the MISO charge under the assumption that there was a rate mismatch for the period April 25, 2006, through November 4, 2007. UE, CIPS, CILCO and IP filed a request for rehearing in July 2009. This rehearing request is pending.

With respect to the two rehearing requests discussed above, UE, CIPS, CILCO and IP do not believe that the ultimate resolution of either rehearing request will have a material effect on their results of operations, financial position, or liquidity.

NOTE 3 - SHORT-TERM BORROWINGS AND LIQUIDITY

The liquidity needs of the Ameren Companies are typically supported through the use of available cash and drawings under committed bank credit facilities.

Amended and New Credit Facilities

On June 30, 2009, Ameren and certain of its subsidiaries entered into multiyear credit facility agreements with 24 international, national and regional lenders with no single lender providing more than $146 million. These facilities, as described below, cumulatively provide $2.1 billion of credit through July 14, 2010, reducing to $1.8795 billion through June 30, 2011, and to $1.0795 billion through July 14, 2011.

2009 Multiyear Credit Agreements

On June 30, 2009, Ameren, UE, and Genco entered into an agreement (the “2009 Multiyear Credit Agreement”) to amend and restate the $1.15 billion five-year revolving credit agreement that was originally entered into as of July 14, 2005, then amended and restated as of July 14, 2006, and due to expire in July 2010 (the “Prior $1.15 Billion Credit Facility”). Ameren, UE, and Genco also entered into a $150 million Supplemental Credit Agreement to the 2009 Multiyear Credit Agreement (the “Supplemental Agreement”), which provides Ameren, UE, and Genco with an additional facility of $150 million with terms and conditions substantially identical to the 2009 Multiyear Credit Agreement. Collectively, these agreements are the “2009 Multiyear Credit Agreements.”

The obligations of each borrower under the 2009 Multiyear Credit Agreements are several and not joint, and except under limited circumstances relating to expenses and indemnities, the obligations of UE or Genco are not guaranteed by Ameren or any other subsidiary of Ameren. The combined maximum amount available to all of the borrowers, collectively, under the 2009 Multiyear Credit Agreements is $1.3 billion, and the combined maximum amount available to each borrower, individually, under the 2009 Multiyear Credit Agreements is limited as follows: Ameren - $1.15 billion, UE - $500 million and Genco - $150 million (such amounts being each borrower’s “Borrowing Sublimit”). CIPS, CILCO, and IP have no borrowing authority or liability under the 2009 Multiyear Credit Agreements.

On July 14, 2010, the Supplemental Agreement will terminate, all commitments and all outstanding amounts under the Supplemental Agreement will be consolidated with those under the 2009 Multiyear Credit Agreement, and the combined maximum amount available to all borrowers will be $1.0795 billion with the UE and Genco Borrowing Sublimits remaining the same as stated above and Ameren’s changing to $1.0795 billion. Ameren has the option to seek additional commitments from existing or new lenders to increase the total facility size to $1.3 billion after July 14, 2010. The 2009 Multiyear Credit Agreement will terminate with respect to Ameren on July 14, 2011, representing a one-year extension from the Prior $1.15 Billion Credit Facility. The Borrowing Sublimits of UE and Genco will continue to be subject to extension on a 364-day basis (but in no event later than July 14, 2011) with the current maturity date of their Borrower Sublimits under the 2009 Multiyear Credit Agreements being June 29, 2010.

The obligations of all borrowers under the 2009 Multiyear Credit Agreements are unsecured. The interest rates applicable to loans under the 2009 Multiyear Credit Agreements will be either ABR (alternate base rate) plus the margin applicable to the particular borrower and/or the Eurodollar rate plus the margin applicable to the particular borrower. The applicable margins will be determined by reference to such borrower’s long-term unsecured credit ratings as in effect from time to time. A competitive bid rate is also available if requested by a borrower. Letters of credit in an aggregate undrawn face amount not to exceed $287.5 million are available for issuance for account of the borrowers under (but within the $1.3 billion overall combined facility limitation) the 2009 Multiyear Credit Agreements.

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Under the 2009 Multiyear Credit Agreements, the principal amount of each revolving loan will be due and payable no later than the final maturity of the agreements, in the case of Ameren, and the last day of the then applicable 364-day period in the case of UE and Genco. Ameren, UE and Genco will use the proceeds of any borrowings under the 2009 Multiyear Credit Agreements for general corporate purposes, including for working capital, commercial paper liquidity support and to fund loans under the Ameren money pool arrangements.

2009 Illinois Credit Agreement

Also on June 30, 2009, Ameren, CIPS, CILCO, and IP entered into an $800 million multiyear, senior secured credit agreement (the “2009 Illinois Credit Agreement”). The 2009 Illinois Credit Agreement replaces the Ameren Illinois Utilities’ existing $500 million credit facility dated as of July 14, 2006 (the “2006 $500 Million Credit Facility (Terminated)”), and their existing $500 million credit facility dated as of February 9, 2007 (the “2007 $500 Million Credit Facility (Terminated)”), each as previously amended (collectively, the “Terminated Illinois Credit Facilities”), which were terminated contemporaneously with the effectiveness of the 2009 Illinois Credit Agreement.

Ameren was not a borrower under the Terminated Illinois Credit Facilities, but is a borrower under the 2009 Illinois Credit Agreement. CILCORP and AERG were borrowers under the Terminated Illinois Credit Facilities, but are not parties to or borrowers under the 2009 Illinois Credit Agreement. All obligations of CILCORP and AERG under the Terminated Illinois Credit Facilities have been repaid and all liens securing such obligations have been released. CILCORP and AERG expect to meet their external liquidity needs through borrowings under the Ameren money pool arrangements or other liquidity arrangements.

The obligations of each borrower under the 2009 Illinois Credit Agreement are several and not joint, and are not guaranteed by Ameren or any other subsidiary of Ameren. The maximum amount available to each borrower under the facility is limited as follows: Ameren - $300 million, CIPS - $135 million, CILCO - $150 million and IP - $350 million (such amounts being such borrower’s “Borrowing Sublimit”).

The 2009 Illinois Credit Agreement will terminate with respect to all borrowers on June 30, 2011. Each borrowing under the 2009 Illinois Credit Agreement must be repaid no later than 364 days after such borrowing, in each case subject to the right of the applicable borrower on such date to make a new borrowing or convert or continue such borrowing as a new borrowing subject to satisfaction of the applicable conditions to borrowing. The obligations of the Ameren Illinois Utilities under the 2009 Illinois Credit Agreement are secured by the issuance of mortgage bonds, for collateral support, by each such utility under its respective mortgage indenture in an amount equal to its respective Borrowing Sublimit. Ameren’s obligations are unsecured.

Loans are available on a revolving basis under the 2009 Illinois Credit Agreement and may be repaid and, subject to satisfaction of the conditions to borrowing, reborrowed from time to time. At the election of each borrower, the interest rates applicable under the 2009 Illinois Credit Agreement are ABR plus the margin applicable to the particular borrower and/or the Eurodollar rate plus the margin applicable to the particular borrower. The applicable margins will be determined by reference to, in the case of Ameren, Ameren’s long-term unsecured credit ratings as in effect from time to time, and in the case of the Ameren Illinois Utilities, such utility’s long-term secured credit ratings as in effect from time to time. Letters of credit in an aggregate undrawn face amount not to exceed $200 million are also available for issuance for the account of the borrowers under (but within the $800 million overall facility limitation under) the 2009 Illinois Credit Agreement.

Borrowings were made under the 2009 Illinois Credit Agreement to repay amounts owed under the Terminated Illinois Credit Facilities, and the borrowers will use the proceeds of other borrowings for working capital and other general corporate purposes.

The following table summarizes the borrowing activity and relevant interest rates as of June 30, 2009, under the 2009 Multiyear Credit Agreements, the 2009 Illinois Credit Agreement and the Terminated Illinois Credit Facilities (excluding letters of credit issued):

2009 Multiyear Credit Agreement ($1.15 billion)(a)	Ameren (Parent)			UE			Genco			Total
June 30, 2009:
Average daily borrowings outstanding during 2009	$	293		$	376		$	17		$	686
Outstanding short-term debt at period end		429			407			-			836
Weighted-average interest rate during 2009		1.14	%		1.14	%		1.04	%		1.14	%
Peak short-term borrowings during 2009(b)	$	484		$	457		$	50		$	940
Peak interest rate during 2009		5.50	%		5.50	%		1.11	%		5.50	%

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Supplemental Agreement ($150 million)							Ameren (Parent)			UE			Genco			Total
June 30, 2009:
Average daily borrowings outstanding during 2009							$	(c	)	$	(c	)	$	-		$	1
Outstanding short-term debt at period end								56			53			-			109
Weighted-average interest rate during 2009								5.50	%		5.50	%		-			5.50	%
Peak short-term borrowings during 2009(b)							$	56		$	53		$	-		$	109
Peak interest rate during 2009								5.50	%		5.50	%		-			5.50	%
2009 Illinois Credit Agreement ($800 million)				Ameren (Parent)			CIPS			CILCO (Parent)			IP			Total
June 30, 2009:
Average daily borrowings outstanding during 2009				$	-		$	-		$	-		$	-		$	-
Outstanding short-term debt at period end					-			-			-			-			-
Weighted-average interest rate during 2009					-			-			-			-			-
Peak short-term borrowings during 2009(b)				$	-		$	-		$	-		$	-		$	-
Peak interest rate during 2009					-			-			-			-			-
2007 $500 Million Credit Facility (Terminated)	CIPS			CILCORP (Parent)			CILCO   (Parent)			IP			AERG			Total
June 30, 2009:
Average daily borrowings outstanding during 2009	$	-		$	9		$	-		$	-		$	59		$	68
Outstanding short-term debt at period end		-			-			-			-			-			-
Weighted-average interest rate during 2009		-			1.81	%		-			-			1.42	%		1.47	%
Peak short-term borrowings during 2009(b)	$	-		$	50		$	-		$	-		$	100		$	135
Peak interest rate during 2009		-			1.81	%		-			-			3.25	%		3.25	%
2006 $500 Million Credit Facility (Terminated)	CIPS			CILCORP (Parent)			CILCO   (Parent)			IP			AERG			Total
June 30, 2009:
Average daily borrowings outstanding during 2009	$	5		$	49		$	-		$	-		$	96		$	150
Outstanding short-term debt at period end		-			-			-			-			-			-
Weighted-average interest rate during 2009		2.02	%		1.88	%		-			-			1.34	%		1.54	%
Peak short-term borrowings during 2009(b)	$	62		$	50		$	-		$	-		$	151		$	263
Peak interest rate during 2009		2.02	%		3.29	%		-			-			2.72	%		3.29	%

(a) The 2009 Multiyear Credit Agreement amended and restated the Prior $1.15 Billion Credit Facility and therefore information in this table includes borrowing activity under the Prior $1.15 Billion Credit Facility.

(b) The simultaneous peak short-term borrowings under all facilities during the first six months of 2009 were $1.0 billion.

(c) Amount less than $1 million.

Based on outstanding borrowings under the 2009 Multiyear Credit Agreements and the 2009 Illinois Credit Agreement (including reductions for $11 million of letters of credit issued under the 2009 Multiyear Credit Agreement), the available amounts under the facilities at June 30, 2009, were $344 million and $800 million, respectively.

On January 21, 2009, Ameren entered into a $20 million term loan agreement due January 20, 2010, which was fully drawn on January 21, 2009. The average annual interest rate for borrowing under the $20 million term loan agreement was 2.07% and 2.10% during the three and six months ended June 30, 2009, respectively.

On June 25, 2008, Ameren entered into a $300 million term loan agreement due June 24, 2009, which was fully drawn on June 26, 2008. The average annual interest rate for borrowing under the $300 million term loan agreement was 2.00% and 1.98% during the three and six months ended June 30, 2009, respectively. This term loan was repaid at maturity in June 2009 with proceeds from the Ameren $425 million senior unsecured notes due May 2014 issued in May 2009. See Note 4 - Long-term Debt and Equity Financings.

Indebtedness Provisions and Other Covenants

The information below presents a summary of the Ameren Companies’ compliance with indebtedness provisions and other covenants. See Note 4 - Short-term Borrowings and Liquidity in the Form 10-K for a detailed description of those provisions in the Prior $1.15 Billion Credit Facility, the Terminated Illinois Credit Facilities, the now-terminated 2008 $300 million term loan agreement, and the 2009 $20 million term loan agreement.

The 2009 Multiyear Credit Agreements contain conditions to borrowings and issuances of letters of credit similar to those in the Prior $1.15 Billion Credit Facility, including the absence of default or unmatured default, material accuracy of representations and warranties (excluding any representation after the closing date as to the absence of material adverse change and material litigation) and required regulatory authorizations. The 2009 Multiyear Credit Agreements also

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contain nonfinancial covenants similar to those in the Prior $1.15 Billion Credit Facility, including restrictions on the ability to incur liens, transact with affiliates, dispose of assets, and merge with other entities. In addition, Ameren and certain subsidiaries are restricted to limited investments in and other transfers to affiliates, including investments in the Ameren Illinois Utilities and their subsidiaries.

The 2009 Multiyear Credit Agreements contain identical default provisions that are, in each case, similar to those in the Prior $1.15 Billion Credit Facility, including a cross default of a borrower to the occurrence of a default by such borrower under any other agreement covering indebtedness of such borrower and certain subsidiaries (other than project finance subsidiaries and non-material subsidiaries) in excess of $25 million in the aggregate. A default by an Ameren Illinois utility under the 2009 Illinois Credit Agreement (as defined below) does not constitute a default under the 2009 Multiyear Credit Agreements. Any default of Ameren under the 2009 Illinois Credit Agreement that exists solely as a result of a default by an Ameren Illinois utility thereunder will not constitute a default under either of the 2009 Multiyear Credit Agreements while Ameren is otherwise in compliance with all of its obligations under the 2009 Illinois Credit Agreement.

The 2009 Multiyear Credit Agreements require Ameren, UE and Genco to each maintain consolidated indebtedness of not more than 65% of consolidated total capitalization pursuant to a calculation set forth in the facilities. All of the consolidated subsidiaries of Ameren, including the Ameren Illinois Utilities, are included for purposes of determining compliance with this capitalization test with respect to Ameren. Failure to satisfy the capitalization covenant constitutes a default under the 2009 Multiyear Credit Agreements. As of June 30, 2009, the ratios of consolidated indebtedness to total consolidated capitalization, calculated in accordance with the provisions of the 2009 Multiyear Credit Agreements, were 54%, 54% and 52%, for Ameren, UE and Genco, respectively.

The 2009 Illinois Credit Agreement contains conditions to borrowings and issuance of letters of credit similar to those in the Terminated Illinois Credit Facilities, including the absence of default or unmatured default, material accuracy of representations and warranties (excluding, for so long as ratings conditions shall be satisfied, any representation after the closing date as to the absence of material adverse change and material litigation which exclusion is new to the 2009 Illinois Credit Agreement) and required regulatory authorizations. The rating condition is satisfied if the borrower has a Moody’s rating of Baa3 or higher or an S&P rating of BBB- or higher (in the case of Ameren, with respect to senior unsecured long-term debt, and in the case of the Ameren Illinois Utilities, with respect to senior secured long-term debt). The 2009 Illinois Credit Agreement contains nonfinancial covenants including restrictions on the ability to incur liens, transact with affiliates, dispose of assets, and merge with other entities. The Ameren Illinois Utilities may engage in certain mergers or similar transactions that result in their utility operations being conducted by a single legal entity. In addition, the 2009 Illinois Credit Agreement has nonfinancial covenants limiting the ability of a borrower to invest in or transfer assets to affiliates, covenants regarding the status of the collateral securing the 2009 Illinois Credit Agreement and maintenance of the validity of the security interests therein.

The 2009 Illinois Credit Agreement contains default provisions similar to those in the Terminated Illinois Credit Facilities. Defaults under the 2009 Illinois Credit Agreement apply separately to each borrower; provided that a default by an Ameren Illinois utility will constitute a default by Ameren. Defaults include a cross default of a borrower to the occurrence of a default by such borrower under any other agreement covering indebtedness of such borrower and certain subsidiaries (other than project finance subsidiaries and non-material subsidiaries) in excess of $25 million in the aggregate. A default by Genco or UE under the 2009 Multiyear Credit Agreements does not constitute an event of default under the 2009 Illinois Credit Agreement. Any default of Ameren under the 2009 Multiyear Credit Agreements that exists solely as a result of a default by UE or Genco thereunder will not constitute a default under the 2009 Illinois Credit Agreement while Ameren is otherwise in compliance with all of its obligations under the 2009 Multiyear Credit Agreements. Furthermore, under the 2009 Illinois Credit Agreement, the occurrence of a default resulting from an event or conditions effecting AERG, shall be deemed to constitute a default with respect to Ameren under the 2009 Illinois Credit Agreement, but shall not in itself constitute a default with respect to CILCO unless the liability that CILCO has in respect of such default or such underlying event or condition giving rise to such default would otherwise constitute a default with respect to CILCO had such underlying event or condition occurred or existed at CILCO.

The 2009 Illinois Credit Agreement requires Ameren and each Ameren Illinois utility to maintain consolidated indebtedness of not more than 65% of its consolidated total capitalization pursuant to a defined calculation. All of the consolidated subsidiaries of Ameren are included for purposes of determining compliance with this capitalization test with respect to Ameren. As of June 30, 2009, the ratios of consolidated indebtedness to total consolidated capitalization for Ameren, CIPS, CILCO and IP, calculated in accordance with the provisions of the 2009 Illinois Credit Agreement, were 54%, 45%, 46%, and 47%, respectively. In addition, Ameren is required to maintain a ratio of consolidated funds from operations plus interest expense to consolidated interest expense of 2.0 to 1, as of the end of the most recent four fiscal quarters and calculated and subject to adjustment in accordance with the 2009 Illinois Credit Agreement. Ameren’s ratio as of June 30, 2009 was 4.4 to 1. Failure to satisfy these capitalization covenants constitutes a default under the 2009 Illinois Credit Agreement.

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In addition, the 2009 Illinois Credit Agreement prohibits CILCO from issuing any preferred stock if, after such issuance, the aggregate liquidation value of all CILCO preferred stock issued after June 30, 2009, would exceed $50 million. The 2009 Illinois Credit Agreement does not include the $10 million per year restriction on CIPS, CILCORP, CILCO and IP common and preferred stock dividend payments that was included in the Terminated Illinois Credit Facilities.

Under the $20 million term loan agreement entered into in January 2009, Ameren may elect, for up to three 30-day periods, to pay down and reduce to zero the outstanding principal balance. The term loan agreement requires Ameren to maintain consolidated indebtedness of not more then 65% of consolidated total capitalization pursuant to a calculation defined in the term loan agreement. As of June 30, 2009, the ratio of consolidated indebtedness to consolidated total capitalization for Ameren calculated in accordance with the provisions of the $20 million term loan agreement was 53%.

None of Ameren’s credit facilities or financing arrangements contain credit rating triggers that would cause an event of default or acceleration of repayment of outstanding balances. At June 30, 2009, management believes that the Ameren Companies were in compliance with their credit facilities and term loan agreement provisions and covenants.

Money Pools

Ameren has money pool agreements with and among its subsidiaries to coordinate and provide for certain short-term cash and working capital requirements. Separate money pools are maintained for utility and non-state-regulated entities. Ameren Services is responsible for the operation and administration of the money pool agreements.

Utility

Through the utility money pool, the pool participants may access the committed credit facilities. See discussion above for amounts available under the facilities at June 30, 2009. UE, CIPS, CILCO and IP may borrow from each other through the utility money pool agreement subject to applicable regulatory short-term borrowing authorizations. Ameren and AERG may participate in the utility money pool only as lenders. The primary sources of external funds for the utility money pool are the 2009 Multiyear Credit Agreements and the 2009 Illinois Credit Agreement. The average interest rate for borrowing under the utility money pool for the three and six months ended June 30, 2009, was 0.2% and 0.2%, respectively (2008 - 2.8% and 3.5%, respectively).

Non-state-regulated Subsidiaries

Ameren Services, Resources Company, Genco, AERG, Marketing Company, AFS and other non-state-regulated Ameren subsidiaries have the ability, subject to Ameren parent company authorization and applicable regulatory short-term borrowing authorizations, to access funding from the 2009 Multiyear Credit Agreements through a non-state-regulated subsidiary money pool agreement. In addition, Ameren had available cash balances at June 30, 2009, which can be loaned into this arrangement. The average interest rate for borrowing under the non-state-regulated subsidiary money pool for the three and six months ended June 30, 2009, was 1.1% and 1.1%, respectively (2008 - 3.1% and 3.8%, respectively).

See Note 8 - Related Party Transactions for the amount of interest income and expense from the money pool arrangements recorded by the Ameren Companies for the three and six months ended June 30, 2009.

NOTE 4 - LONG-TERM DEBT AND EQUITY FINANCINGS

Ameren

Under DRPlus, pursuant to an effective SEC Form S-3 registration statement, and under our 401(k) plan, pursuant to an effective SEC Form S-8 registration statement, Ameren issued a total of 0.8 million new shares of common stock valued at $19 million and 1.9 million new shares valued at $47 million in the three and six months ended June 30, 2009, respectively.

In May 2009, Ameren issued $425 million of 8.875% senior unsecured notes due May 15, 2014, with interest payable semiannually on May 15 and November 15 of each year, beginning November 15, 2009. Ameren received net proceeds of $420 million, which were used, together with other corporate funds, to repay borrowings under its $300 million term loan agreement and will be used to provide such amounts, by way of a capital contribution, loan or otherwise to CILCORP, to permit CILCORP to repay its outstanding 8.70% senior notes due October 15, 2009.

UE

In March 2009, UE issued $350 million of 8.45% senior secured notes due March 15, 2039, with interest payable semiannually on March 15 and September 15 of each year, beginning in September 2009. These notes are secured by first mortgage bonds. UE received net proceeds of $346 million, which were used to repay short-term debt. In connection with this issuance of $350 million of senior secured notes, UE agreed, for so long as these senior secured notes are outstanding, that it will not, prior to maturity, cause a first mortgage bond release date to occur. The first mortgage bond

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release date is the date at which the security provided by the pledge under UE’s first mortgage indenture would no longer be available to holders of any outstanding series of its senior secured notes and such indebtedness would become senior unsecured indebtedness.

CILCORP

In conjunction with Ameren’s acquisition of CILCORP, CILCORP’s long-term debt was increased to fair value by $111 million. Amortization related to fair-value adjustments was $0.5 million and $1 million (2008 - $2 million and $3 million) for the three and six months ended June 30, 2009, respectively, and was included in interest expense in the Consolidated Statements of Income of Ameren and CILCORP.

In September 2008, CILCORP commenced a cash tender offer and related consent solicitation for any and all of its outstanding 8.70% senior notes due 2009 ($123.755 million aggregate principal amount) and its 9.375% senior bonds due 2029 ($210.565 million aggregate principal amount). In April 2009, CILCORP terminated the tender offer and the consent solicitation related to the outstanding 8.70% senior notes due 2009. In July 2009, CILCORP terminated the tender offer and the consent solicitation related to the outstanding 9.375% senior bonds due 2029. None of the 2009 notes or the 2029 bonds were purchased in the tender offer and consent solicitation.

IP

In March 2009, IP exchanged all $400 million of its unregistered 9.75% senior secured notes due November 15, 2018, for a like amount of registered 9.75% senior secured notes due November 15, 2018. The unregistered senior secured notes were issued and sold in October 2008 with registration rights in a private placement.

In June 2009, $250 million of IP’s 7.50% series first mortgage bonds matured and were retired.

Indenture Provisions and Other Covenants

The information below presents a summary of the Ameren Companies’ compliance with indenture provisions and other covenants. See Note 5 - Long-term Debt and Equity Financings in the Form 10-K for a detailed description of those provisions.

UE’s, CIPS’, CILCO’s and IP’s indenture provisions and articles of incorporation include covenants and provisions related to the issuances of first mortgage bonds and preferred stock. UE, CIPS, CILCO and IP are required to meet certain ratios to issue first mortgage bonds and preferred stock. The following table includes the required and actual earnings coverage ratios for interest charges and preferred dividends and bonds and preferred stock issuable for the 12 months ended June 30, 2009, at an assumed interest and dividend rate of 8%.

	Required Interest Coverage Ratio(a)	Actual Interest Coverage Ratio	Bonds Issuable(b)		Required Dividend Coverage Ratio(c)	Actual Dividend Coverage Ratio	Preferred Stock Issuable
UE	³2.0	2.1	$	279	³2.5	28.4	$	769
CIPS	³2.0	2.8		128	³1.5	1.7		47
CILCO	³2.0(d)	8.6		215	³2.5	109.1		50	(e)
IP	³2.0	2.7		939	³1.5	1.4		-

(a) Coverage required on the annual interest charges on first mortgage bonds outstanding and to be issued. Coverage is not required in certain cases when additional first mortgage bonds are issued on the basis of retired bonds.

(b) Amount of bonds issuable based either on meeting required coverage ratios or unfunded property additions, whichever is more restrictive. These amounts shown also include bonds issuable based on retired bond capacity of $110 million, $18 million, $44 million and $536 million, at UE, CIPS, CILCO and IP, respectively.

(c) Coverage required on the annual interest charges on all long-term debt (CIPS only) and the annual dividend on preferred stock outstanding and to be issued, as required in the respective company’s articles of incorporation. For CILCO, this ratio must be met for a period of 12 consecutive calendar months within the 15 months immediately preceding the issuance.

(d) In lieu of meeting the interest coverage ratio requirement, CILCO may attempt to meet an earnings requirement of at least 12% of the principal amount of all mortgage bonds outstanding and to be issued. For the three and six months ended June 30, 2009, CILCO had earnings equivalent to at least 31% of the principal amount of all mortgage bonds outstanding.

(e) See Note 3 - Short-term Borrowings and Liquidity for a discussion regarding the restriction on the issuance of preferred stock by CILCO under the 2009 Illinois Credit Agreement.

UE’s mortgage indenture contains certain provisions that restrict the amount of common dividends that can be paid by UE. Under this mortgage indenture, $31 million of total retained earnings was restricted against payment of common dividends, except those dividends payable in common stock, which left $1.8 billion of free and unrestricted retained earnings at June 30, 2009.

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CILCO’s articles of incorporation contain certain provisions that prohibit the payment of dividends on its common stock (1) from either paid-in surplus or any surplus created by a reduction of stated capital or capital stock, or (2) if at the time of dividend declaration, there shall not remain to the credit of earned surplus account (after deducting the amount of such dividends) an amount at least equal to two times the annual dividend requirement on all outstanding shares of CILCO’s preferred stock.

Genco’s and CILCORP’s indentures include provisions that require the companies to maintain certain debt service coverage and/or debt-to-capital ratios in order for the companies to pay dividends, to make certain principal or interest payments, to make certain loans to or investments in affiliates, or to incur additional indebtedness. The following table summarizes these ratios for the 12 months ended June 30, 2009:

	Required Interest Coverage Ratio		Actual Interest Coverage Ratio	Required Debt-to- Capital Ratio		Actual Debt-to- Capital Ratio
Genco (a)	³1.75	(b)	5.7	£60	%	50	%
CILCORP(c)	³2.2		4.1	£67	%	40	%

(a) Interest coverage ratio relates to covenants regarding certain dividend, principal and interest payments on certain subordinated intercompany borrowings. The debt-to-capital ratio relates to a debt incurrence covenant, which also requires an interest coverage ratio of 2.5 for the most recently ended four fiscal quarters.

(b) Ratio excludes amounts payable under Genco’s intercompany note to CIPS. The ratio must be met both for the prior four fiscal quarters and for the succeeding four six-month periods.

(c) CILCORP must maintain the required interest coverage ratio and debt-to-capital ratio in order to make any payment of dividends or intercompany loans to affiliates other than direct or indirect subsidiaries.

Genco’s debt incurrence-related ratio restrictions and restricted payment limitations under its indenture may be disregarded if both Moody’s and S&P reaffirm the ratings of Genco in place at the time of the debt incurrence after considering the additional indebtedness. Even if CILCORP is not in compliance with these restrictions, CILCORP may still make payments of dividends or intercompany loans if its senior long-term debt rating is at least BB+ from S&P, Baa2 from Moody’s, and BBB from Fitch. At June 30, 2009, CILCORP’s senior long-term debt ratings from S&P, Moody’s and Fitch were BB+, Ba2, and BBB-, respectively. The common stock of CILCO is pledged as security to the holders of CILCORP’s senior bonds.

In order for the Ameren Companies to issue securities in the future, they will have to comply with any applicable tests in effect at the time of any such issuances.

Off-Balance-Sheet Arrangements

At June 30, 2009, none of the Ameren Companies had any off-balance-sheet financing arrangements, other than operating leases entered into in the ordinary course of business. None of the Ameren Companies expect to engage in any significant off-balance-sheet financing arrangements in the near future.

NOTE 5 - OTHER INCOME AND EXPENSES

The following table presents Other Income and Expenses for each of the Ameren Companies for the three and six months ended June 30, 2009 and 2008:

	Three Months						Six Months
	2009			2008			2009			2008
Ameren:(a)
Miscellaneous income:
Interest and dividend income	$	7		$	13		$	15		$	25
Allowance for equity funds used during construction		8			5			14			11
Other		2			1			4			2
Total miscellaneous income	$	17		$	19		$	33		$	38
Miscellaneous expense:
Other	$	(7	)	$	(8	)	$	(11	)	$	(13	)
Total miscellaneous expense	$	(7	)	$	(8	)	$	(11	)	$	(13	)
UE:
Miscellaneous income:
Interest and dividend income	$	7		$	10		$	14		$	18
Allowance for equity funds used during construction		7			5			13			11
Other		1			-			1			-
Total miscellaneous income	$	15		$	15		$	28		$	29
Miscellaneous expense:
Other	$	(2	)	$	(2	)	$	(4	)	$	(4	)
Total miscellaneous expense	$	(2	)	$	(2	)	$	(4	)	$	(4	)

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	Three Months						Six Months
	2009			2008			2009			2008
CIPS:
Miscellaneous income:
Interest and dividend income	$	1		$	2		$	3		$	5
Other		1			1			2			1
Total miscellaneous income	$	2		$	3		$	5		$	6
Miscellaneous expense:
Other	$	-		$	(2	)	$	(1	)	$	(2	)
Total miscellaneous expense	$	-		$	(2	)	$	(1	)	$	(2	)
Genco:
Miscellaneous income:
Other	$	-		$	1		$	-		$	1
Total miscellaneous income	$	-		$	1		$	-		$	1
CILCORP:
Miscellaneous income:
Interest income	$	-		$	1		$	-		$	1
Total miscellaneous income	$	-		$	1		$	-		$	1
Miscellaneous expense:
Other		(1	)		(2	)		(2	)		(2	)
Total miscellaneous expense	$	(1	)	$	(2	)	$	(2	)	$	(2	)
CILCO:
Miscellaneous income:
Interest income	$	-		$	1		$	-		$	1
Total miscellaneous income	$	-		$	1		$	-		$	1
Miscellaneous expense:
Other		(2	)		(1	)		(3	)		(1	)
Total miscellaneous expense	$	(2	)	$	(1	)	$	(3	)	$	(1	)
IP:
Miscellaneous income:
Interest income	$	-		$	2		$	-		$	4
Allowance for equity funds used during construction		1			-			1			-
Other		-			1			1			2
Total miscellaneous income	$	1		$	3		$	2		$	6
Miscellaneous expense:
Other	$	-		$	(2	)	$	(1	)	$	(3	)
Total miscellaneous expense	$	-		$	(2	)	$	(1	)	$	(3	)

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS

We use derivatives principally to manage the risk of changes in market prices for natural gas, fuel, electricity, and emission allowances. Price fluctuations in natural gas, fuel, electricity, and emission allowances may cause the following:

• an unrealized appreciation or depreciation of our contracted commitments to purchase or sell when purchase or sale prices under the commitments are compared with current commodity prices;

• market values of fuel and natural gas inventories, emission allowances or purchased power that differ from the cost of those commodities in inventory; and

• actual cash outlays for the purchase of these commodities that differ from anticipated cash outlays.

The derivatives that we use to hedge these risks are governed by our risk management policies for forward contracts, futures, options, and swaps. Our net positions are continually assessed within our structured hedging programs to determine whether new or offsetting transactions are required. The goal of the hedging program is generally to mitigate financial risks while ensuring that sufficient volumes are available to meet our requirements. Contracts we enter into as part of our risk management program may be settled financially, settled by physical delivery, or net settled with the counterparty.

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The following table presents open gross derivative volumes by commodity type as of June 30, 2009:

	Quantity
Commodity	NPNS Contracts(a)		Cash Flow Hedges(b)		Other Derivatives(c)		Derivatives Subject to Regulatory Deferral(d)
Coal (in tons)
Ameren(e)	89,119,000		(f	)	(f	)	(f	)
UE	49,242,000		(f	)	(f	)	(f	)
Genco	19,155,000		(f	)	(f	)	(f	)
CILCORP/CILCO	10,401,000		(f	)	(f	)	(f	)
Natural gas (in mmbtu)
Ameren(e)	194,941,000		(f	)	6,278,000		118,342,000
UE	26,451,000		(f	)	(f	)	18,189,000
CIPS	33,563,000		(f	)	(f	)	19,186,000
Genco	1,665,000		(f	)	4,390,000		(f	)
CILCORP/CILCO	57,903,000		(f	)	868,000		29,372,000
IP	75,197,000		(f	)	(f	)	51,595,000
Heating oil (in gallons)
Ameren(e)	(f	)	(f	)	186,018,000		42,588,000
UE	(f	)	(f	)	(f	)	42,588,000
Power (in megawatthours)
Ameren(e)	84,887,000		5,961,000		31,006,000		13,339,000
UE	3,921,000		(f	)	232,000		3,795,000
CIPS	(f	)	(f	)	(f	)	12,813,000
CILCORP/CILCO	(f	)	(f	)	(f	)	6,600,000
IP	(f	)	(f	)	(f	)	19,413,000
SO2 emission allowances (in tons)
Ameren	(f	)	(f	)	2,000		(f	)
Genco	(f	)	(f	)	2,000		(f	)

(a) Contracts through 2013, 2015, and 2035 for coal, natural gas, and power, respectively.

(b) Contracts through 2011 for power.

(c) Contracts through 2009, 2012, 2012, and 2009 for natural gas, heating oil, power, and SO₂ emission allowances, respectively.

(d) Contracts through 2013, 2012, and 2012 for natural gas, heating oil and power, respectively.

(e) Includes amounts from Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(f) Not applicable.

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (SFAS No. 133), requires that all contracts considered to be derivative instruments be recorded on the balance sheet at their fair values, unless the NPNS exception applies. See Note 7 - Fair Value Measurements for our methods of assessing the fair value of derivative instruments. Many of our physical contracts, such as our coal and purchased power contracts, qualify for the NPNS exception to derivative accounting rules. The revenue or expense on NPNS contracts is recognized at contract price upon physical delivery.

If we determine that a contract meets the definition of a derivative and is not eligible for the NPNS exception, we review the contract to determine if it qualifies for hedge accounting under SFAS No. 133. We also consider whether gains and losses resulting from such derivatives qualify for deferral under SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71). Contracts that qualify for cash flow hedge accounting are recorded at fair value with changes in fair value charged or credited to accumulated OCI in the period in which the change occurs, to the extent the hedge is effective. To the extent the hedge is ineffective, the related changes in fair value are charged or credited to the statement of income in the period in which the change occurs. When the contract is settled or delivered, the net gain or loss is recorded in the statement of income.

Contracts that qualify for fair value hedge accounting are recorded at fair value, with changes in fair value charged or credited to the statement of income in the period in which the change occurs. In addition, the underlying exposure being hedged in a fair value hedge relationship is similarly treated. The net effect to the statement of income in a fair value hedge relationship is equal to the change in fair value of the derivative instrument offset by the change in the value of the underlying.

Contracts that qualify for deferral under SFAS No. 71 are recorded at fair value, with changes in fair value charged or credited to regulatory assets or regulatory liabilities in the period in which the change occurs. Regulatory assets or regulatory liabilities are amortized to the statement of income as related losses and gains are reflected in rates charged to customers.

Certain derivative contracts are entered into on a regular basis as part of our risk management program but do not qualify for the NPNS exception, hedge accounting under SFAS No. 133, or deferral accounting under SFAS No. 71. Such contracts are recorded at fair value, with changes in fair value charged or credited to the statement of income in the period in which the change occurs.

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The following table presents the carrying value and balance sheet location of all derivative instruments as of June 30, 2009:

	Balance Sheet Location	Ameren(a)			UE			CIPS			Genco			CILCORP/  CILCO			IP
Derivative assets designated as hedging instruments under SFAS No. 133
Commodity contracts:
Power	MTM derivative assets	$	66		$	-		$	(b	)	$	(b	)	$	(b	)	$	(b	)
	Other assets		7			-			-			-			-			-
	Total assets	$	73		$	-		$	-		$	-		$	-		$	-
Derivative liabilities designated as hedging instruments under SFAS No. 133
Commodity contracts:
Power	MTM derivative liabilities	$	1		$	(b	)	$	-		$	(b	)	$	-		$	-
	Total liabilities	$	1		$	-		$	-		$	-		$	-		$	-
Derivative assets not designated as hedging instruments under SFAS No. 133
Commodity contracts:
Natural gas	MTM derivative assets	$	2		$	-		$	(b	)	$	(b	)	$	(b	)	$	(b	)
Heating oil	MTM derivative assets		28			3			(b	)		(b	)		(b	)		(b	)
	Other assets		57			16			-			-			-			-
Power	MTM derivative assets		181			28			(b	)		(b	)		(b	)		(b	)
	Other current assets		-			-			-			-			-			-
	Other assets		21			-			1			-			1			2
	Total assets	$	289		$	47		$	1		$	-		$	1		$	2
Derivative liabilities not designated as hedging instruments under SFAS No. 133
Commodity contracts:
Natural gas	MTM derivative liabilities	$	102		$	(b	)	$	18		$	(b	)	$	21		$	39
	Other current liabilities		-			16			-			-			-			-
	Other deferred credits and liabilities		34			5			8			-			6			15
Heating oil	MTM derivative liabilities		21			(b	)		-			(b	)		-			-
	Other deferred credits and liabilities		19			-			-			-			-			-
Power	MTM derivative liabilities		109			(b	)		3			(b	)		1			4
	MTM derivative liabilities – affiliates		(b	)		(b	)		37			(b	)		17			47
	Other current liabilities		-			7			-			-			-			-
	Other deferred credits and liabilities		5			-			88			-			45			133
SO2 emission allowances	MTM derivative liabilities		1			-			-			(b	)		-			-
	Other current liabilities		-			-			-			1			-			-
	Total liabilities	$	291		$	28		$	154		$	1		$	90		$	238

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(b) Balance sheet line item not applicable to registrant.

The following table presents the cumulative amount of pretax net gains (losses) on all derivative instruments in accumulated OCI and regulatory assets or regulatory liabilities as of June 30, 2009:

	Ameren(a)			UE			CIPS			Genco			CILCORP/ CILCO			IP
Cumulative gains (losses) deferred in accumulated OCI:
Power forwards(b)	$	69		$	-		$	-		$	-		$	-		$	-
Interest rate swaps(c)(d)		(10	)		-			-			(10	)		-			-
Cumulative gains (losses) deferred in regulatory assets or liabilities:
Natural gas swaps and futures contracts(e)		(128	)		(22	)		(27	)		-			(26	)		(53	)
Financial contracts(f)		16			21			(126	)		-			(63	)		(182	)
Heating oil options and swaps(g)		(5	)		(5	)		-			-			-			-

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(b) Represents the MTM value for the hedged portion of electricity price exposure through August 2011, including current gains of $55 million at Ameren as of June 30, 2009.

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(c) Includes a gain associated with interest rate swaps at Genco that were a partial hedge of the interest rate on debt issued in June 2002. The swaps cover the first 10 years of debt that has a 30-year maturity, and the gain in OCI is amortized over a 10-year period that began in June 2002. The carrying value at June 30, 2009, was $2 million. Over the next twelve months, $0.7 million of the gain will be amortized.

(d) Includes a loss associated with interest rate swaps at Genco. The swaps were executed during the fourth quarter of 2007 as a partial hedge of interest rate risks associated with Genco’s April 2008 debt issuance. The loss on the interest rate swaps is being amortized over a 10-year period that began in April 2008. The carrying value at June 30, 2009 was a loss of $12 million. Over the next twelve months, $1.4 million of the loss will be amortized.

(e) Represents losses associated with natural gas swaps and futures contracts. The swaps and futures contracts are a partial hedge of natural gas requirements through October 2013 at UE and CIPS, through March 2013 at CILCO and through March 2014 at IP as of June 30, 2009. Current losses deferred as regulatory assets include $16 million, $19 million, $21 million, and $39 million at UE, CIPS, CILCO and IP, respectively, as of June 30, 2009.

(f) Represents gains (losses) associated with financial contracts. The financial contracts are a partial hedge of power price exposure through December 2010 at UE and December 2012 at CIPS, CILCO, and IP. Current gains deferred as regulatory liabilities include $24 million at UE as of June 30, 2009. Current losses deferred as regulatory assets include $7 million, $39 million, $18 million, and $51 million at UE, CIPS, CILCO and IP, respectively, as of June 30, 2009.

(g) Represents losses on heating oil options and swaps at UE. The options and swaps are a partial hedge of our transportation costs for coal through December 2012. Current gains deferred as regulatory liabilities include $2 million at UE as of June 30, 2009. Current losses deferred as regulatory assets include $11 million at UE as of June 30, 2009.

Derivative instruments are subject to various credit-related losses in the event of nonperformance by counterparties to the transaction. NYMEX-traded futures contracts are supported by the financial and credit quality of the clearing members of the NYMEX and have nominal credit risk. In all other transactions, we are exposed to credit risk. Our credit risk management program involves establishing credit limits and collateral requirements for counterparties, using master trading and netting agreements, and daily exposure reporting to senior management.

We believe that entering into master trading and netting agreements mitigates the level of financial loss resulting from default by allowing net settlement of derivative assets and liabilities. We generally enter into the following master trading and netting agreements: (1) International Swaps and Derivatives Association agreement - a standardized financial gas and electric contract, (2) the Master Power Purchase and Sale Agreement, created by the Edison Electric Institute and the National Energy Marketers Association - a standardized contract for the purchase and sale of wholesale power, and (3) North American Energy Standards Board, Inc. agreement - a standardized contract for the purchase and sale of natural gas. These master trading and netting agreements allow the counterparties to net settle sale and purchase transactions. Further, collateral requirements are calculated at a master trading and netting agreement level by counterparty.

Concentrations of Credit Risk

In determining our concentrations of credit risk related to derivative instruments, we reviewed our individual counterparties and categorized each counterparty into one of eight groupings according to the primary business in which each engages. The following table presents the maximum exposure, as of June 30, 2009, if counterparty groups were to completely fail to perform on contracts by grouping. The maximum exposure is based on the gross fair value of financial instruments, including NPNS contracts, which excludes collateral held and does not consider the legally binding right to net transactions based on master trading and netting agreements.

	Affiliates		Coal Producers		Electric Utilities		Financial Companies		Commodity Marketing Companies		Municipalities/ Cooperatives		Oil and Gas Companies		Retail Companies		Total
Ameren(a)	$	639	$	14	$	48	$	177	$	31	$	206	$	18	$	82	$	1,215
UE		70		10		9		32		-		36		-		-		157
CIPS		-		-		-		1		-		-		-		-		1
Genco		-		3		1		3		-		-		4		-		11
CILCORP/CILCO		-		1		-		3		-		-		-		-		4
IP		-		-		-		3		-		-		1		-		4

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries.

The following table presents the amount of cash collateral held from counterparties, as of June 30, 2009, based on the contractual rights under the agreements to seek collateral and the maximum exposure as calculated under the individual master trading and netting agreements:

	Affiliates		Coal Producers		Electric Utilities		Financial Companies		Commodity Marketing Companies		Municipalities/ Cooperatives		Oil and Gas Companies		Retail Companies		Total
Ameren(a)	$	-	$	-	$	-	$	9	$	3	$	-	$	-	$	-	$	12

(a) Represents amounts held by Marketing Company. As of June 30, 2009, Ameren registrant subsidiaries held no cash collateral.

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The potential loss on counterparty exposures is reduced by all collateral held and the application of master trading and netting agreements. Collateral includes both cash collateral and other collateral held. Other collateral consisted of letters of credit in the amount of $39 million and $1 million held by Ameren and UE, respectively, as of June 30, 2009. The following table presents the potential loss after consideration of collateral and application of master trading and netting agreements as of June 30, 2009:

	Affiliates		Coal Producers		Electric Utilities		Financial Companies		Commodity Marketing Companies		Municipalities/ Cooperatives		Oil and Gas Companies		Retail Companies		Total
Ameren(a)	$	617	$	1	$	19	$	130	$	15	$	157	$	16	$	81	$	1,036
UE		70		1		8		29		-		35		-		-		143
CIPS		-		-		-		-		-		-		-		-		-
Genco		-		-		1		-		-		-		3		-		4
CILCORP/CILCO		-		-		-		1		-		-		-		-		1
IP		-		-		-		-		-		-		1		-		1

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries.

Derivative Instruments with Credit Risk-Related Contingent Features

Our commodity contracts contain collateral provisions tied to the Ameren Companies’ credit ratings. If we were to experience an adverse change in our credit ratings or a counterparty with reasonable grounds for uncertainty regarding performance of an obligation requested adequate assurance of performance, additional collateral postings might be required. The following table presents, as of June 30, 2009, the aggregate fair value of all derivative instruments with credit risk-related contingent features in a gross liability position, the cash collateral posted, and the aggregate amount of additional collateral required to be posted with counterparties, based on the net liability position as allowed under the master trading and netting agreements, if the credit risk-related contingent features underlying these agreements were triggered on June 30, 2009, and those counterparties with rights to do so requested collateral:

	Aggregate Fair Value of Derivative Liabilities(a)		Cash Collateral Posted		Aggregate Amount of Additional Collateral Required(b)
Ameren(c)	$	693	$	116	$	386
UE		162		14		143
CIPS		57		26		28
Genco		50		-		45
CILCORP/CILCO		82		26		48
IP		135		48		55

(a) Prior to consideration of master trading and netting agreements and including NPNS contract exposures.

(b) As collateral requirements with certain counterparties are based on master trading and netting agreements, the aggregate amount of additional collateral required to be posted is after consideration of the effects of such agreements.

(c) Includes amounts for Ameren registrant and nonregistrant subsidiaries.

Cash Flow Hedges

The following table presents the pretax net gain (loss) for the three months ended June 30, 2009, associated with derivative instruments designated as cash flow hedges:

Derivatives in SFAS No. 133 Cash Flow Hedging Relationship	Amount of Gain (Loss) Recognized in OCI on Derivative(a)		Location of Gain (Loss) Reclassified from Accumulated OCI into Income(b)	Amount of Gain (Loss) Reclassified from Accumulated OCI Into Income(b)			Location of Gain (Loss) Recognized in Income on Derivative(c)	Amount of Gain (Loss) Recognized in Income on Derivative(c)
Ameren:(d)
Power	$	1	Operating Revenues - Electric	$	(23	)	Operating Revenues - Electric	$	(4	)
Interest rate(e)		-	Interest Charges		(f	)	Interest Charges		-
Genco:
Interest rate(e)		-	Interest Charges		(f	)	Interest Charges		-

(a) Effective portion of gain (loss).

(b) Effective portion of gain (loss) on settlements.

(c) Ineffective portion of gain (loss) and amount excluded from effectiveness testing.

(d) Includes amounts from Ameren registrant and nonregistrant subsidiaries.

(e) Represents interest rate swaps settled in prior periods. The cumulative gain and loss on the interest rate swaps is being amortized into income over a 10-year period.

(f) Less than $1 million.

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The following table presents the pretax net gain (loss) for the six months ended June 30, 2009, associated with derivative instruments designated as cash flow hedges:

Derivatives in SFAS No. 133 Cash Flow Hedging Relationship	Amount of Gain (Loss) Recognized in OCI on Derivative(a)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income(b)	Amount of Gain (Loss) Reclassified from Accumulated OCI Into Income(b)			Location of Gain (Loss) Recognized in Income on Derivative(c)	Amount of Gain (Loss) Recognized in Income on Derivative(c)
Ameren:(d)
Power	$	47		Operating Revenues -Electric	$	(63	)	Operating Revenues - Electric	$	(16	)
Interest rate(e)		-		Interest Charges		(f	)	Interest Charges		-
UE:
Power		(21	)	Operating Revenues - Electric - off-system		(19	)	Operating Revenues - Electric - off-system		2
Genco:
Interest rate(e)		-		Interest Charges		(f	)	Interest Charges		-

(a) Effective portion of gain (loss).

(b) Effective portion of gain (loss) on settlements.

(c) Ineffective portion of gain (loss) and amount excluded from effectiveness testing.

(d) Includes amounts from Ameren registrants and nonregistrant subsidiaries.

(e) Represents interest rate swaps settled in prior periods. The cumulative gain and loss on the interest rate swaps is being amortized into income over a 10-year period.

(f) Less than $1 million.

See Note 11 - Other Comprehensive Income for additional information regarding changes in OCI.

Fair Value Hedges

During the third quarter ended September 30, 2008, UE entered into foreign currency forward contracts to fix the amount of U.S. dollars UE would pay for future equipment deliveries denominated in euros. Subsequently, UE entered into an agreement with a supplier to terminate a purchase commitment related to those equipment deliveries. Therefore, the payments previously required under the commitment will not be incurred. As a result, all foreign currency forward contracts and fair value hedges were discontinued, resulting in less than a $1 million impact on earnings, during the second quarter ended June 30, 2009.

Other Derivatives

The following table represents the net change in market value for derivatives not designated as hedging instruments under SFAS No. 133 for the three months ended June 30, 2009:

	Derivatives Not Designated as Hedging Instruments under SFAS No. 133	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Ameren(a)	Natural gas (generation)	Operating Expenses - Fuel	$	1
	Natural gas (resale)	Operating Revenues - Gas		(2	)
	Heating oil	Operating Expenses - Fuel		15
	Power	Operating Revenues - Electric		(5	)
		Total	$	9
Genco	Heating oil	Operating Expenses - Fuel		9
CILCORP/CILCO	Natural gas (resale)	Operating Revenues - Gas	$	(2	)
	Heating oil	Operating Expenses - Fuel		3
		Total	$	1

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

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The following table represents the net change in market value for derivatives not designated as hedging instruments under SFAS No. 133 for the six months ended June 30, 2009:

	Derivatives Not Designated as Hedging Instruments under SFAS No. 133	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative
Ameren(a)	Natural gas (generation)	Operating Expenses - Fuel	$	4
	Natural gas (resale)	Operating Revenues - Gas		-
	Heating oil	Operating Expenses - Fuel		39
	Power	Operating Revenues - Electric		29
		Total	$	72
UE	Natural gas (generation)	Operating Expenses - Fuel	$	4
	Heating oil	Operating Expenses - Fuel		25
	Power	Operating Revenues - Electric - excluding off-system		(2	)
	Power	Operating Revenues - Electric - off-system		1
		Total	$	28
Genco	Heating oil	Operating Expenses - Fuel	$	8
CILCORP/CILCO	Natural gas (resale)	Operating Revenues - Gas	$	-
	Heating oil	Operating Expenses - Fuel		3
		Total	$	3

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

Derivatives Subject to Regulatory Deferral

The following table represents the net change in market value for derivatives that qualify for deferral under SFAS No. 71 for the three months ended June 30, 2009:

	Derivatives Subject to Regulatory Deferral	Amount of Gain or (Loss) Recognized in Regulatory Assets or Regulatory Liabilities on Derivative
Ameren(a)	Natural gas	$	74
	Heating oil		22
	Power		(22	)
	Total	$	74
UE	Natural gas	$	9
	Heating oil		22
	Power		(17	)
	Total	$	14
CIPS	Natural gas	$	14
	Power		3
	Total	$	17
CILCORP/CILCO	Natural gas	$	18
	Power		2
	Total	$	20
IP	Natural gas	$	33
	Power		9
	Total	$	42

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

The following table represents the net change in market value for derivatives that qualify for deferral under SFAS No. 71 for the six months ended June 30, 2009:

	Derivatives Subject to Regulatory Deferral	Amount of Gain or (Loss) Recognized in Regulatory Assets or Regulatory Liabilities on Derivative
Ameren(a)	Natural gas	$	(10	)
	Heating oil		(5	)
	Power		16
	Total	$	1
UE	Natural gas	$	(6	)
	Heating oil		(5	)
	Power		21
	Total	$	10
CIPS	Natural gas	$	1
	Power		(70	)
	Total	$	(69	)
CILCORP/CILCO	Natural gas	$	(1	)
	Power		(34	)
	Total	$	(35	)
IP	Natural gas	$	(4	)
	Power		(97	)
	Total	$	(101	)

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

UE, CIPS, CILCO, and IP believe gains and losses on derivatives deferred as regulatory assets and regulatory liabilities are probable of recovery through rates charged to customers. Regulatory assets and regulatory liabilities are amortized to operating expenses as related losses and gains are reflected in revenue through rates charged to customers. Therefore, gains and losses on these derivatives have no effect on operating income.

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As part of the electric rate order issued by the MoPSC in January 2009, UE was granted permission to implement a FAC, which was effective March 1, 2009. UE utilizes derivatives to mitigate its exposure to changing prices of fuel for generation and transportation costs and for power price volatility. In connection with the MoPSC’s approval of the FAC, gains and losses associated with these types of derivatives are considered refundable to or recoverable from customers and, thus, represent regulatory liabilities or regulatory assets, respectively, under SFAS No. 71. During the first quarter of 2009, UE recorded a net regulatory liability of $5 million associated with the reclassification of unrealized gains and losses previously recorded in accumulated OCI and earnings related to open UE derivative positions with delivery dates subsequent to March 1, 2009. The reclassification of previously recorded unrealized gains associated with the derivatives resulted in a $47 million reduction of accumulated OCI. The reclassification of previously recognized unrealized losses resulted in a $42 million increase in pre-tax earnings, of which $38 million offset fuel expense and $4 million increased operating revenues. See Note 2 - Rate and Regulatory Matters for additional information on the FAC.

As part of the Illinois electric settlement agreement, the Ameren Illinois Utilities entered into financial contracts with Marketing Company. These financial contracts are derivative instruments being accounted for as cash flow hedges at Marketing Company while they are being accounted for as derivatives subject to regulatory deferral at the Ameren Illinois Utilities. Consequently, the Ameren Illinois Utilities and Marketing Company record the fair value of the contracts on their respective balance sheets and the changes to the fair value in regulatory assets or liabilities for the Ameren Illinois Utilities and OCI at Marketing Company. In Ameren’s consolidated financial statements, all financial statement effects of the derivative instruments are eliminated. See Note 14 - Related Party Transactions under Part II, Item 8 of the Form 10-K for additional information on these financial contracts.

NOTE 7 - FAIR VALUE MEASUREMENTS

SFAS No. 157 provides a framework for measuring fair value for all assets and liabilities that are measured and reported at fair value. The Ameren Companies adopted SFAS No. 157 as of the beginning of their 2008 fiscal year for financial assets and liabilities and as of the beginning of their 2009 fiscal year for nonfinancial assets and liabilities, except those already reported at fair value on a recurring basis. The impact of the adoption of SFAS No. 157 for financial assets and liabilities at January 1, 2008, and for nonfinancial assets and liabilities at January 1, 2009, was not material. SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use various methods to determine fair value, including market, income, and cost approaches. With these approaches, we adopt certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk or the risks inherent in the inputs to the valuation. Inputs to valuation can be readily observable, market-corroborated, or unobservable. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. SFAS No. 157 also establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. All financial assets and liabilities carried at fair value are classified and disclosed in one of the following three hierarchy levels:

Level 1: Inputs based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities primarily include exchange-traded derivatives and assets including U.S. treasury securities and listed equity securities, such as those held in UE’s Nuclear Decommissioning Trust Fund.

Level 2: Market-based inputs corroborated by third-party brokers or exchanges based on transacted market data. Level 2 assets and liabilities include certain assets held in UE’s Nuclear Decommissioning Trust Fund, including corporate bonds and other fixed-income securities, and certain over-the-counter derivative instruments, including natural gas swaps and financial power transactions. Derivative instruments classified as Level 2 are valued using corroborated observable inputs, such as pricing services or prices from similar instruments that trade in liquid markets. Our development and corroboration process entails obtaining multiple quotes or prices from outside sources. To derive our forward view to price our derivative instruments at fair value, we average the midpoints of the bid/ask spreads. To validate forward prices obtained from outside parties, we compare the pricing to recently settled market transactions. Additionally, a review of all sources is performed to identify any anomalies or potential errors. Further, we consider the volume of transactions on certain trading platforms in our reasonableness assessment of the averaged midpoint.

Level 3: Unobservable inputs that are not corroborated by market data. Level 3 assets and liabilities are valued based on internally developed models and assumptions or methodologies that use significant unobservable inputs. Level 3 assets and liabilities include derivative instruments that trade in less liquid markets, where pricing is largely unobservable, including the financial contracts entered into between the Ameren Illinois Utilities and Marketing Company as part of the Illinois electric settlement agreement. We value Level 3 instruments using pricing models with inputs that are often unobservable in the market, as well as certain internal assumptions. Our development and corroboration process entails obtaining multiple quotes or prices from outside sources. As a part of our reasonableness review, a review of all sources is performed to identify any anomalies or potential errors.

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We perform an analysis each quarter to determine the appropriate hierarchy level of the assets and liabilities subject to SFAS No. 157. Financial assets and liabilities are classified in their entirety according to the lowest level of input that is significant to the fair value measurement. All assets and liabilities whose fair value measurement is based on significant unobservable inputs are classified as Level 3.

We consider nonperformance risk in our valuation of derivative instruments by analyzing the credit standing of our counterparties and considering any counterparty credit enhancements (e.g., collateral). SFAS No. 157 also requires that the fair value measurement of liabilities reflect the nonperformance risk of the reporting entity, as applicable. Therefore, we have factored the impact of our credit standing as well as any potential credit enhancements into the fair value measurement of both derivative assets and derivative liabilities. Included in our valuation, and based on current market conditions, is a valuation adjustment for counterparty default derived from market data such as the price of credit default swaps, bond yields, and credit ratings. Ameren recorded $5 million in losses in the second quarter of 2009 related to valuation adjustments for counterparty default risk. At June 30, 2009, the counterparty default risk valuation adjustment related to net derivative (assets) liabilities totaled $(3) million, less than $1 million, $10 million, $7 million, and $25 million for Ameren, UE, CIPS, CILCORP/CILCO and IP, respectively.

The following table sets forth, by level within the fair value hierarchy, our assets and liabilities measured at fair value on a recurring basis as of June 30, 2009:

		Quoted Prices in Active Markets for Identified Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets:
Ameren(a)	Other current assets	$	-	$	-	$	2	$	2
	Derivative assets(b)		2		103		257		362
	Nuclear Decommissioning Trust Fund(c)		189		56		3		248
UE	Derivative assets		-		8		39		47
	Nuclear Decommissioning Trust Fund(c)		189		56		3		248
CIPS	Derivative assets(b)		-		-		1		1
Genco	Derivative assets(b)		-		-		-		-
CILCORP/CILCO	Derivative assets(b)		-		-		1		1
IP	Derivative assets(b)		-		-		2		2
Liabilities:
Ameren(a)	Derivative liabilities(b)	$	9	$	51	$	232	$	292
UE	Derivative liabilities(b)		-		2		26		28
CIPS	Derivative liabilities(b)		-		-		154		154
Genco	Derivative liabilities(b)		-		-		1		1
CILCORP/CILCO	Derivative liabilities(b)		-		-		90		90
IP	Derivative liabilities(b)		-		-		238		238

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(b) The derivative asset and liability balances are presented net of counterparty credit considerations.

(c) Balance excludes $1 million of receivables, payables, and accrued income, net.

The following table sets forth, by level within the fair value hierarchy, our assets and liabilities measured at fair value on a recurring basis as of December 31, 2008:

		Quoted Prices in Active Markets for Identified Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets:
Ameren(a)	Other current assets	$	-	$	-	$	6	$	6
	Derivative assets(b)		1		19		234		254
	Nuclear Decommissioning Trust Fund(c)		164		81		2		247
UE	Derivative assets		-		14		36		50
	Nuclear Decommissioning Trust Fund(c)		164		81		2		247

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		Quoted Prices in Active Markets for Identified Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
CIPS	Derivative assets(b)		-		-		-		-
Genco	Derivative assets(b)		-		-		-		-
CILCORP/CILCO	Derivative assets(b)		-		-		-		-
IP	Derivative assets(b)		-		-		-		-
Liabilities:
Ameren(a)	Derivative liabilities(b)	$	9	$	6	$	219	$	234
UE	Derivative liabilities(b)		-		3		31		34
CIPS	Derivative liabilities(b)		-		-		84		84
Genco	Derivative liabilities(b)		-		-		1		1
CILCORP/CILCO	Derivative liabilities(b)		4		-		55		59
IP	Derivative liabilities(b)		-		-		134		134

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

(b) The derivative asset and liability balances are presented net of counterparty credit considerations.

(c) Balance excludes ($8) million of receivables, payables, and accrued income, net.

The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the three months ended June 30, 2009:

					Realized and Unrealized Gains (Losses)								Total Realized			Purchases,								Change in Unrealized Gains (Losses)
		Beginning Balance at April 1, 2009			Included in Earnings(a)		Included In OCI			Included in Regulatory Assets/ Liabilities			and Unrealized Gains (Losses)			Issuances, and Other Settlements, Net		Net Transfers Into (Out of) Level 3			Ending Balance at June 30, 2009			Related to Assets/ Liabilities Still Held at June 30, 2009
Other current assets	Ameren	$	2		$	-	$	-		$	-		$	-		$	-	$	-		$	2		$	-
Net derivative	Ameren	$	1		$	35	$	(24	)	$	34		$	45		$	22	$	(43	)	$	25		$	13
contracts	UE		(6	)		-		5			16			21			3		(5	)		13			7
	CIPS		(170	)		-		(10	)		(4	)		(14	)		31		-			(153	)		(4	)
	Genco		(2	)		-		-			-			-			1		-			(1	)		-
	CILCORP/CILCO		(108	)		5		(5	)		(5	)		(5	)		24		-			(89	)		1
	IP		(277	)		-		(16	)		5			(11	)		52		-			(236	)		5
Nuclear	Ameren	$	-		$	-	$	-		$	-		$	-		$	3	$	-		$	3		$	-
Decommissioning Trust Fund	UE		-			-		-			-			-			3		-			3			-

(a) See Note 6 - Derivative Financial Instruments for additional information on the recording of net gains and losses on derivatives to the statement of income.

The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the six months ended June 30, 2009:

					Realized and Unrealized Gains (Losses)									Total Realized			Purchases,									Change in Unrealized Gains (Losses)
		Beginning Balance at January 1, 2009			Included in Earnings(a)			Included In OCI			Included in Regulatory Assets/ Liabilities			and Unrealized Gains (Losses)			Issuances, and Other Settlements, Net			Net Transfers Into (Out of) Level 3			Ending Balance at June 30, 2009			Related to Assets/ Liabilities Still Held at June 30, 2009
Other current assets	Ameren	$	6		$	-		$	-		$	-		$	-		$	-		$	(4	)	$	2		$	-
Net derivative	Ameren	$	15		$	52		$	57		$	(52	)	$	57		$	7		$	(54	)	$	25		$	(32	)
contracts	UE		5			-			37			(3	)		34			(8	)		(18	)		13			(4	)
	CIPS		(84	)		-			(10	)		(108	)		(118	)		49			-			(153	)		(91	)
	Genco		(1	)		(1	)		-			-			(1	)		1			-			(1	)		-
	CILCORP/CILCO		(55	)		(19	)		(5	)		(47	)		(71	)		37			-			(89	)		(52	)
Nuclear	Ameren	$	2		$	-		$	-		$	-		$	-		$	1		$	-		$	3		$	-
Decommissioning Trust Fund	UE		2			-			-			-			-			1			-			3			-

(a) See Note 6 - Derivative Financial Instruments for additional information on the recording of net gains and losses on derivatives to the statement of income.

54

The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the three months ended June 30, 2008:

				Realized and Unrealized Gains (Losses)								Total Realized		Purchases,								Change in Unrealized Gains (Losses)
		Beginning Balance at April 1, 2008		Included in Earnings			Included In OCI			Included in Regulatory Assets/ Liabilities		and Unrealized Gains (Losses)		Issuances, and Other Settlements, Net			Net Transfers Into (Out of) Level 3			Ending Balance at June 30, 2008		Related to Assets/ Liabilities Still Held at June 30, 2008
Net derivative	Ameren	$	59	$	87		$	(25	)	$	109	$	171	$	(29	)	$	1		$	202	$	122
contracts	UE		15		8			3			12		23		2			(a	)		40		18
	CIPS		58		-			-			56		56		(2	)		-			112		56
	Genco		1		4			(a	)		-		4		(1	)		-			4		4
	CILCORP/CILCO		40		(1	)		-			42		41		(4	)		-			77		42
	IP		102		-			-			97		97		(4	)		-			195		101
Nuclear	Ameren	$	2	$	-		$	-		$	-	$	-	$	(1	)	$	-		$	1	$	-
Decommissioning Trust Fund	UE		2		-			-			-		-		(1	)		-			1		-

(a) Less than $1 million.

The following table summarizes the changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the six months ended June 30, 2008:

				Realized and Unrealized Gains (Losses)								Total Realized		Purchases,								Change in Unrealized Gains (Losses)
		Beginning Balance at January 1, 2008		Included in Earnings			Included In OCI			Included in Regulatory Assets/ Liabilities		and Unrealized Gains (Losses)		Issuances, and Other Settlements, Net			Net Transfers Into (Out of) Level 3			Ending Balance at June 30, 2008		Related to Assets/ Liabilities Still Held at June 30, 2008
Net derivative	Ameren	$	19	$	93		$	(59	)	$	178	$	212	$	(19	)	$	(10	)	$	202	$	75
contracts	UE		3		10			10			19		39		(3	)		1			40		14
	CIPS		38		-			-			75		75		(1	)		-			112		66
	Genco		1		4			(a	)		-		4		(1	)		-			4		4
	CILCORP/CILCO		21		(1	)		(a	)		62		61		(5	)		-			77		54
	IP		55		-			-			140		140		(a	)		-			195		132
Nuclear	Ameren	$	5	$	-		$	-		$	-	$	-	$	(4	)	$	-		$	1	$	-
Decommissioning Trust Fund	UE		5		-			-			-		-		(4	)		-			1		-

(a) Less than $1 million.

Transfers in or out of Level 3 represent either (1) existing assets and liabilities that were previously categorized as a higher level but were recategorized to Level 3 because the inputs to the model became unobservable during the period, or (2) existing assets and liabilities that were previously classified as Level 3 but were recategorized to a higher level because the lowest significant input became observable during the period. Transfers between Level 2 and Level 3 were primarily caused by changes in availability of financial power trades observable on electronic exchanges compared with previous periods for the quarters ended June 30, 2009 and 2008. Any reclassifications are reported as transfers in or out of Level 3 at the fair value measurement reported at the beginning of the period in which the changes occur.

Related to our nonfinancial assets and liabilities, Note 14 - Goodwill Impairment details the inputs to the valuation of goodwill, which is considered a Level 3 asset, and the impairment charge recorded related to CILCORP’s goodwill. CILCORP’s goodwill is measured at fair value on a nonrecurring basis and was impaired during the first quarter of 2009. The following table sets forth, by level within the fair value hierarchy, CILCORP’s goodwill as of June 30, 2009:

		Quoted Prices in Active Markets for Identified Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total		Total Loss
CILCORP	Goodwill(a)	$	-	$	-	$	80	$	80	$	(462	)

(a) In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” CILCORP’s goodwill with a carrying amount of $542 million was written down to its implied fair value of $80 million at March 31, 2009, resulting in an impairment charge of $462 million.

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The Ameren Companies’ carrying amounts of cash and cash equivalents, accounts receivable, short-term borrowings, and accounts payable approximate fair value because of the short-term nature of these instruments. The estimated fair value of long-term debt and preferred stock is based on the quoted market prices for same or similar issuances for companies with similar credit profiles or on the current rates offered to the Ameren Companies for similar financial instruments.

The following table presents the carrying amounts and estimated fair values of our long-term debt and preferred stock at June 30, 2009:

	Carrying Amount		Fair Value
Ameren:(a)
Long-term debt and capital lease obligations (including current portion)	$	7,450	$	7,363
Preferred stock		195		121
UE:
Long-term debt and capital lease obligations (including current portion)	$	4,026	$	3,950
Preferred stock		113		75
CIPS:
Long-term debt (including current portion)	$	421	$	411
Preferred stock		50		25
Genco:
Long-term debt (including current portion)	$	774	$	710
CILCORP:
Long-term debt (including current portion)	$	660	$	664
Preferred stock		19		13
CILCO:
Long-term debt (including current portion)	$	279	$	292
Preferred stock		19		13
IP:
Long-term debt (including current portion)	$	1,146	$	1,181
Preferred stock		46		29

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Ameren Companies have engaged in, and may in the future engage in, affiliate transactions in the normal course of business. These transactions primarily consist of gas and power purchases and sales, services received or rendered, and borrowings and lendings. Transactions between affiliates are reported as intercompany transactions on their financial statements, but are eliminated in consolidation for Ameren’s financial statements. For a discussion of our material related party agreements, see Note 14 - Related Party Transactions under Part II, Item 8 of the Form 10-K.

Illinois Electric Settlement Agreement

As part of the Illinois electric settlement agreement, the Ameren Illinois Utilities, Genco and AERG agreed to make aggregate contributions of $150 million over four years as part of a comprehensive program providing approximately $1 billion of funding for rate relief to certain Illinois electric customers, including customers of the Ameren Illinois Utilities. At June 30, 2009, CIPS, CILCO and IP had receivable balances from Genco for reimbursement of customer rate relief of $1 million, less than $1 million, and $1 million, respectively. Also at June 30, 2009, CIPS, CILCO and IP had receivable balances from AERG for reimbursement of customer rate relief of less than $1 million each. During the three and six months ended June 30, 2009, Genco incurred charges to earnings of $3 million and $5 million, respectively, for customer rate relief contributions and program funding reimbursements to the Ameren Illinois Utilities (CIPS - $1 million and $2 million, CILCO - less than $1 million and $1 million, IP - $1 million and $2 million, respectively), and AERG incurred charges to earnings of $1 million and $2 million, respectively (CIPS - less than $1 million and $1 million, CILCO - less than $1 million for both periods, IP - less than $1 million and $1 million, respectively). The Ameren Illinois Utilities recorded most of the reimbursements received from Genco and AERG as electric revenue with an immaterial amount recorded as miscellaneous revenue.

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Electric Power Supply Agreements

The following table presents the amount of physical gigawatthour sales under related party electric power supply agreements for the three and six months ended June 30, 2009 and 2008:

	Three Months		Six Months
	2009	2008	2009	2008
Genco sales to Marketing Company(a)	3,494	3,529	6,958	7,941
AERG sales to Marketing Company(a)	1,591	1,610	2,975	3,313
Marketing Company sales to CIPS(b)	372	472	818	1,094
Marketing Company sales to CILCO(b)	153	223	361	480
Marketing Company sales to IP(b)	506	698	1,127	1,502

(a) Genco and Marketing Company, and AERG and Marketing Company have power supply agreements whereby Genco and AERG sell and Marketing Company purchases all the capacity and energy available from Genco’s and AERG’s generation fleets.

(b) Marketing Company contracted with CIPS, CILCO, and IP to provide power based on the results of the September 2006 Illinois power procurement auction. The values in this table reflect the physical sales volumes provided in that agreement.

Capacity Supply Agreements

CIPS, CILCO, and IP, as electric load serving entities, must acquire capacity sufficient to meet their obligations to customers. In 2009, the Ameren Illinois Utilities used a RFP process, administered by the IPA, to contract the necessary capacity for the period from June 1, 2009, through May 31, 2012. Both Marketing Company and UE were winning suppliers in the Ameren Illinois Utilities’ capacity RFP process. In April 2009, Marketing Company contracted to supply capacity to the Ameren Illinois Utilities for $4 million, $9 million, and $8 million for the twelve months ending May 31, 2010, 2011, and 2012, respectively. In April 2009, UE contracted to supply capacity to the Ameren Illinois Utilities for $2 million, $2 million, and $1 million for the twelve months ending May 31, 2010, 2011, and 2012, respectively.

Energy Swaps

CIPS, CILCO, and IP, as electric load serving entities, must acquire energy sufficient to meet their obligations to customers. In 2009, the Ameren Illinois Utilities used a RFP process, administered by the IPA, to procure financial energy swaps from June 1, 2009, through May 31, 2011. Marketing Company was a winning supplier in the Ameren Illinois Utilities’ energy swap RFP process. In May 2009, Marketing Company entered into financial instruments that fixed the price that the Ameren Illinois Utilities will pay for approximately 80,000 megawatthours at approximately $48 per megawatthour during the twelve months ending May 31, 2010 and for approximately 89,000 megawatthours at approximately $48 per megawatthour during the twelve months ending May 31, 2011.

Collateral Postings

Under the terms of the power supply agreements between Marketing Company and the Ameren Illinois Utilities, which were entered into as part of the September 2006 Illinois power procurement auction, collateral must be posted by Marketing Company under certain market conditions to protect the Ameren Illinois Utilities in the event of nonperformance by Marketing Company. The collateral postings are unilateral, meaning that Marketing Company as the supplier is the only counterparty required to post collateral. At June 30, 2009, and December 31, 2008, there were no collateral postings by Marketing Company related to the 2006 auction power supply agreements.

Under the terms of the 2009 Illinois power procurement agreements entered into through a RFP process administered by the IPA, suppliers must post collateral under certain market conditions to protect the Ameren Illinois Utilities in the event of nonperformance. The collateral posting are unilateral, meaning only the suppliers would be required to post collateral. Therefore, UE, as a winning supplier of capacity, and Marketing Company, as a winning supplier of capacity and financial energy swaps, may be required to post collateral. As of June 30, 2009, there were no collateral postings between UE and the Ameren Illinois Utilities or between Marketing Company and the Ameren Illinois Utilities related to the 2009 Illinois power procurement agreements.

Generation Interconnection Agreement

In 2008, Genco and CIPS signed an agreement requiring Genco to fund the construction costs of upgrades to CIPS’ transmission system. At June 30, 2009, CIPS had recorded $2 million in Other Deferred Credits and Liabilities and Genco had recorded $2 million in Accounts Receivable - Affiliates. These transactions were eliminated in consolidation on Ameren’s financial statements.

Money Pools

See Note 3 - Short-term Borrowings and Liquidity for a discussion of affiliate borrowing arrangements.

CILCO Support Services

On January 1, 2009, approximately 570 Ameren Services employees who provided support services to the Ameren Illinois Utilities were transferred to CILCO (Illinois Regulated). As CILCO employees, they provide services to CIPS and IP as well as to CILCO. The cost of support services provided by CILCO to CIPS and IP, including wages, employee benefits, professional services, and other expenses, are based on, or are an allocation of, actual costs incurred.

57

Intercompany Borrowings

Genco’s subordinated note payable to CIPS associated with the transfer in 2000 of CIPS’ electric generating assets and related liabilities to Genco matures on May 1, 2010. Interest income and expense for this note recorded by CIPS and Genco, respectively, was $1 million and $3 million (2008 - $2 million and $4 million) for the three and six months ended June 30, 2009, respectively.

CILCORP (parent company) had outstanding borrowings from Ameren of $210 million and $152 million at June 30, 2009, and December 31, 2008, respectively. The separate unilateral borrowing agreement between CILCORP and Ameren, entered into in March 2009, was repaid during the second quarter with no borrowings outstanding at June 30, 2009. The average interest rate on all of the Ameren borrowings was 3.6% and 2.6% for the three and six months ended June 30, 2009, respectively (2008 - 3.1% and 3.8%, respectively). CILCORP recorded interest expense of $1 million and $2 million for these borrowings for the three and six months ended June 30, 2009, respectively (2008 - less than $1 million for the three and six months periods).

CILCO (AERG) had outstanding borrowings from Ameren of $346 million at June 30, 2009. The separate unilateral borrowing agreement between CILCO (AERG) and Ameren, entered into in March 2009, was repaid during the second quarter with no borrowings outstanding at June 30, 2009. The average interest rate on all of the Ameren borrowings was 4.4% and 4.3% for the three and six months ended June 30, 2009, respectively. CILCO (AERG) recorded interest expense of $2 million and $2 million, respectively for these borrowings for the three and six months ended June 30, 2009.

UE had no outstanding borrowings directly from Ameren at June 30, 2009, and had outstanding borrowings directly from Ameren of $92 million at December 31, 2008. During the second quarter, UE did not have any borrowings from Ameren. The average interest rate on UE’s borrowings from Ameren was 1.4% for the six months ended June 30, 2009 (2008 - 3.8%). UE recorded interest expense of less than $1 million for these borrowings for the six months ended June 30, 2009 (2008 - less than $1 million for the six-month period).

The following table presents the impact on UE, CIPS, Genco, CILCORP, CILCO, and IP of related party transactions for the three and six months ended June 30, 2009 and 2008. It is based primarily on the agreements discussed above and in Note 14 - Related Party Transactions under Part II, Item 8 of the Form 10-K, and the money pool arrangements discussed in Note 3 - Short-term Borrowings and Liquidity of this report.

		Three Months													Six Months
Agreement		UE			CIPS			Genco			CILCORP(a)	IP			UE			CIPS			Genco			CILCORP(a)	IP
Operating Revenues:
Genco and AERG power supply	2009	$	(b	)	$	(b	)	$	218		$105	$	(b	)	$	(b	)	$	(b	)	$	440		$198	$	(b	)
agreements with Marketing Company	2008		(b	)		(b	)		199		70		(b	)		(b	)		(b	)		425		153		(b	)
Ancillary services and capacity	2009		(e	)		(b	)		(b	)	(b)		(b	)		1			(b	)		(b	)	(b)		(b	)
agreements with CIPS, CILCO and IP(c)	2008		3			(b	)		(b	)	(b)		(b	)		6			(b	)		(b	)	(b)		(b	)
Genco gas sales to Medina Valley	2009		(b	)		(b	)		(e	)	(b)		(b	)		(b	)		(b	)		1		(b)		(b	)
	2008		(b	)		(b	)		-		(b)		(b	)		(b	)		(b	)		-		(b)		(b	)
CILCO support services(h)	2009		(b	)		(b	)		(b	)	18		(b	)		(b	)		(b	)		(b	)	34		(b	)
	2008		(b	)		(b	)		(b	)	(b)		(b	)		(b	)		(b	)		(b	)	(b)		(b	)
Genco gas sales to distribution	2009		(b	)		(b	)		1		(b)		(b	)		(b	)		(b	)		1		(b)		(b	)
companies	2008		(b	)		(b	)		5		(b)		(b	)		(b	)		(b	)		5		(b)		(b	)
Total Operating Revenues	2009	$	(e	)	$	(b	)	$	219		$123	$	(b	)	$	1		$	(b	)	$	442		$232	$	(b	)
	2008		3			(b	)		204		70		(b	)		6			(b	)		430		153		(b	)
Purchased Power:
CIPS, CILCO and IP agreements with	2009	$	(b	)	$	37		$	(b	)	$16	$	52		$	(b	)	$	78		$	(b	)	$36	$	111
Marketing Company(d)	2008		(b	)		31			(b	)	15		46			(b	)		72			(b	)	32		99
Ancillary services and capacity	2009		(b	)		(e	)		(b	)	(e)		(e	)		(b	)		(e	)		(b	)	(e)		(e	)
agreements with UE(c)	2008		(b	)		1			(b	)	(e)		2			(b	)		2			(b	)	1		3
Ancillary services agreement with	2009		(b	)		-			(b	)	-		-			(b	)		(e	)		(b	)	(e)		(e	)
Marketing Company	2008		(b	)		1			(b	)	1		1			(b	)		3			(b	)	2		4
Executory tolling agreement with	2009		(b	)		(b	)		(b	)	(f)		(b	)		(b	)		(b	)		(b	)	(f)		(b	)
Medina Valley	2008		(b	)		(b	)		(b	)	9		(b	)		(b	)		(b	)		(b	)	22		(b	)
Total Purchased Power	2009	$	(b	)	$	37		$	(b	)	$16	$	52		$	(b	)	$	78		$	(b	)	$36	$	111
	2008		(b	)		33			(b	)	25		49			(b	)		77			(b	)	57		106

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		Three Months													Six Months
Agreement		UE			CIPS			Genco			CILCORP(a)	IP			UE			CIPS			Genco			CILCORP(a)	IP
Gas purchases for resale
Gas purchases from Genco	2009	$	-		$	-		$	(b	)	$1	$	(e	)	$	-		$	-		$	(b	)	$1	$	(e	)
	2008		-			-			(b	)	5		-			-			-			(b	)	5		-
Operating Revenues and Purchased Power:
Insurance recoveries	2009	$	-		$	(b	)	$	-		$-	$	(b	)	$	-		$	(b	)	$	-		$-	$	(b	)
	2008		-			(b	)		(e	)	(1)		(b	)		(e	)		(b	)		(6	)	(1)		(b	)
Other Operations and Maintenance:
Ameren Services support services	2009	$	33		$	8		$	8		$9	$	12		$	65		$	15		$	14		$19	$	24
agreement	2008		36			15			7		15		22			71			28			14		28		42
CILCO support services	2009		(b	)		6			(b	)	(b)		8			(b	)		11			(b	)	(b)		15
	2008		(b	)		(b	)		(b	)	(b)		(b	)		(b	)		(b	)		(b	)	(b)		(b	)
AFS support services agreement	2009		2			(e	)		1		(e)		(e	)		4			1			2		1		1
	2008		1			1			(e	)	1		1			3			1			1		1		1
Insurance premiums(g)	2009		(e	)		(b	)		(e	)	(e)		(b	)		1			(b	)		1		(e)		(b	)
	2008		2			(b	)		1		1		(b	)		5			(b	)		2		2		(b	)
Total Other Operations and	2009	$	35		$	14		$	9		$9	$	20		$	70		$	27		$	17		$20	$	40
Maintenance Expenses	2008		39			16			8		17		23			79			29			17		31		43
Interest Charges:
Interest expense (income) from money	2009	$	-		$	(e	)	$	(e	)	$(e)	$	(e	)	$	-		$	(e	)	$	1		$1	$	(e	)
pool borrowings (advances)	2008		-			(e	)		(e	)	(e)		(e	)		-			(e	)		(e	)	(e)		(e	)

(a) Amounts represent CILCORP and CILCO activity.

(b) Not applicable.

(c) Represents ancillary services to the Ameren Illinois Utilities for 2009 and 2008 and capacity to the Ameren Illinois Utilities in 2009.

(d) Represents power supply costs under agreements entered into as part of the Illinois September 2006 auction, the 2008 energy and capacity RFPs, and the 2009 capacity RFP.

(e) Amount less than $1 million.

(f) In January 2009, CILCO transferred the tolling agreement to Marketing Company.

(g) Represents insurance premiums paid to Energy Risk Assurance Company, an affiliate, for replacement power and property damage.

(h) Includes revenues relating to property and plant additions during the three months ended June 30, 2009 (CIPS - $2 million, and IP - $2 million) and during the six months ended June 30, 2009 (CIPS - $3 million and IP - $5 million).

NOTE 9 - COMMITMENTS AND CONTINGENCIES

We are involved in legal, tax and regulatory proceedings before various courts, regulatory commissions, and governmental agencies with respect to matters that arise in the ordinary course of business, some of which involve substantial amounts of money. We believe that the final disposition of these proceedings, except as otherwise disclosed in these notes to our financial statements, will not have a material adverse effect on our results of operations, financial position, or liquidity.

Reference is made to Note 1 - Summary of Significant Accounting Policies, Note 2 - Rate and Regulatory Matters, Note 14 - Related Party Transactions, and Note 15 - Commitments and Contingencies under Part II, Item 8 of the Form 10-K. See also Note 1 - Summary of Significant Accounting Policies, Note 2 - Rate and Regulatory Matters, Note 8 - Related Party Transactions and Note 10 - Callaway Nuclear Plant in this report.

Callaway Nuclear Plant

The following table presents insurance coverage at UE’s Callaway nuclear plant at June 30, 2009. The property coverage and the nuclear liability coverage must be renewed on October 1 and January 1, respectively, of each year.

Type and Source of Coverage	Maximum Coverages			Maximum Assessments for Single Incidents
Public liability and nuclear worker liability:
American Nuclear Insurers	$	300	(a)	$	-
Pool participation		12,219			118	(b)
	$	12,519	(c)	$	118
Property damage:
Nuclear Electric Insurance Ltd.	$	2,750	(d)	$	22
Replacement power:
Nuclear Electric Insurance Ltd.	$	490	(e)	$	9
Energy Risk Assurance Company	$	64	(f)	$	-

59

(a) Provided through mandatory participation in an industry-wide retrospective premium assessment program.

(b) Retrospective premium under the Price-Anderson liability provisions of the Atomic Energy Act of 1954, as amended. This is subject to retrospective assessment with respect to a covered loss in excess of $300 million from an incident at any licensed U.S. commercial reactor, payable at $17.5 million per year.

(c) Limit of liability for each incident under Price-Anderson. A company could be assessed up to $118 million per incident for each licensed reactor it operates with a maximum of $17.5 million per incident to be paid in a calendar year for each reactor. This limit is subject to change to account for the effects of inflation and changes in the number of licensed reactors.

(d) Provides for $500 million in property damage and decontamination, excess property insurance, and premature decommissioning coverage up to $2.25 billion for losses in excess of the $500 million primary coverage.

(e) Provides the replacement power cost insurance in the event of a prolonged accidental outage at a nuclear plant. Weekly indemnity of $4.5 million for 52 weeks, which commences after the first eight weeks of an outage, plus $3.6 million per week for 71.1 weeks thereafter.

(f) Provides the replacement power cost insurance in the event of a prolonged accidental outage at a nuclear plant. The coverage commences after the first 52 weeks of insurance coverage from Nuclear Electric Insurance Ltd. and is for a weekly indemnity of $900,000 for 71 weeks in excess of the $3.6 million per week set forth above. Energy Risk Assurance Company is an affiliate and has reinsured this coverage with third-party insurance companies. See Note 8 - Related Party Transactions for more information on this affiliate transaction.

The Price-Anderson Act is a federal law that limits the liability for claims from an incident involving any licensed United States commercial nuclear power facility. The limit is based on the number of licensed reactors. The limit of liability and the maximum potential annual payments are adjusted at least every five years for inflation to reflect changes in the Consumer Price Index. Owners of a nuclear reactor cover this exposure through a combination of private insurance and mandatory participation in a financial protection pool, as established by Price-Anderson.

After the terrorist attacks on September 11, 2001, Nuclear Electric Insurance Ltd. confirmed that losses resulting from terrorist attacks would be covered under its policies. However, Nuclear Electric Insurance Ltd. imposed an industry-wide aggregate policy limit of $3.24 billion within a 12-month period for coverage for such terrorist acts.

If losses from a nuclear incident at the Callaway nuclear plant exceed the limits of, or are not subject to, insurance, or if coverage is unavailable, UE is at risk for any uninsured losses. If a serious nuclear incident were to occur, it could have a material adverse effect on Ameren’s and UE’s results of operations, financial position, or liquidity.

Other Obligations

To supply a portion of the fuel requirements of our generating plants, we have entered into various long-term commitments for the procurement of coal, natural gas and nuclear fuel. We have also entered into various long-term commitments for the purchase of electric capacity and natural gas for distribution. For a complete listing of our obligations and commitments, see Note 15 - Commitments and Contingencies under Part II, Item 8 of the Form 10-K.

Our commitments for the procurement of coal have materially changed from amounts previously disclosed as of December 31, 2008. The following table presents our total estimated coal purchase commitments at June 30, 2009:

	2009		2010		2011		2012		2013		Thereafter
Ameren(a)	$	344	$	967	$	802	$	562	$	178	$	635
UE		177		530		435		242		120		564
Genco		64		186		132		110		6		-
CILCORP/CILCO		27		104		105		94		47		71

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

Our commitments for the procurement of natural gas have materially changed from amounts previously disclosed as of December 31, 2008. The following table presents our total estimated natural gas purchase commitments at June 30, 2009:

	2009		2010		2011		2012		2013		Thereafter
Ameren(a)	$	280	$	492	$	406	$	254	$	152	$	282
UE		45		77		59		45		35		31
CIPS		53		85		69		56		44		32
Genco		8		8		8		5		3		8
CILCORP/CILCO		58		120		117		71		47		190
IP		109		197		152		75		25		21

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

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Our commitments for the procurement of nuclear fuel have materially changed from amounts previously disclosed as of December 31, 2008. The following table presents our total estimated nuclear fuel procurement commitments at June 30, 2009:

	2009		2010		2011		2012		2013		Thereafter
Ameren	$	35	$	60	$	18	$	56	$	58	$	431
UE		35		60		18		56		58		431

Our commitments for the purchase of electric capacity have materially changed from amounts previously disclosed as of December 31, 2008. The following table presents our total estimated electric capacity commitments at June 30, 2009:

	2009		2010		2011		2012		2013		Thereafter
Ameren	$	10	$	22	$	22	$	22	$	22	$	230
UE		10		22		22		22		22		230

UE’s firm commitments to purchase heavy forgings for construction of a potential new nuclear power plant have materially changed from amounts previously disclosed as of December 31, 2008. Prior to June 30, 2009, UE made contractual payments to the heavy forgings manufacturer of $14 million and had remaining contractual commitments of $81 million. In July 2009, an agreement was reached with the heavy forgings manufacturer to terminate the heavy forgings contract. See Note 2 - Rate and Regulatory Matters for further information.

Ameren Illinois Utilities’ Purchased Power Agreements

The IPA procured capacity through a RFP process on behalf of the Ameren Illinois Utilities in April 2009 for the period June 1, 2009 through May 31, 2012. The Ameren Illinois Utilities contracted to purchase between 800 and 3,500 MW of capacity per month at an average price of approximately $41 per MW-day over the three-year period. As a result, the Ameren Illinois Utilities’ commitments for the purchase of electric capacity as of June 30, 2009, was $27 million, $26 million, $26 million and $1 million for 2009, 2010, 2011, and 2012, respectively.

Additionally, the IPA procured financial energy swaps through a RFP process on behalf of the Ameren Illinois Utilities in May 2009 for the period June 1, 2009 through May 31, 2011. The Ameren Illinois Utilities contracted to purchase approximately ten million megawatthours of financial energy swaps at an average price of approximately $36 per megawatthour. As a result, the Ameren Illinois Utilities’ commitments for the purchase of financial energy swaps as of June 30, 2009 was $112 million, $183 million, and $56 million for 2009, 2010, and 2011, respectively.

The IPA procured renewable energy credits through a RFP process on behalf of the Ameren Illinois Utilities which resulted in the Ameren Illinois Utilities contracting to purchase 720,000 credits at an average price of approximately $16 per credit, for the period June 1, 2009 through May 31, 2010. As a result, the Ameren Illinois Utilities’ commitments for the purchase of renewable energy credits as of June 30, 2009 were $6 million and $5 million for 2009 and 2010, respectively.

Illinois Electric Settlement Agreement

The Illinois electric settlement agreement provides approximately $1 billion of funding over a four-year period that commenced in 2007 for rate relief for certain electric customers in Illinois. Funding for the settlement will come from electric generators in Illinois and certain Illinois electric utilities. The Ameren Illinois Utilities, Genco and AERG agreed to fund an aggregate of $150 million, of which the following contributions remained to be made as of June 30, 2009:

	Ameren		CIPS		CILCO (Illinois Regulated)		IP		Genco		CILCO (AERG)
2009(a)	$	14.4	$	2.1	$	1.0	$	2.8	$	5.9	$	2.6
2010(a)		1.9		0.3		0.1		0.4		0.8		0.3
Total	$	16.3	$	2.4	$	1.1	$	3.2	$	6.7	$	2.9

(a) Estimated.

Environmental Matters

We are subject to various environmental laws and regulations enforced by federal, state and local authorities. From the beginning phases of siting and development to the ongoing operation of existing or new electric generating, transmission and distribution facilities, natural gas storage plants, and natural gas transmission and distribution facilities, our activities involve compliance with diverse laws and regulations. These laws and regulations address noise, emissions, impacts to air and water, protected and cultural resources (such as wetlands, endangered species, and archeological and historical resources), and chemical and waste handling. Our activities often require complex and lengthy processes as we obtain approvals, permits or licenses for new, existing or modified facilities. Additionally, the use and handling of various chemicals or hazardous materials (including wastes) requires release prevention plans and emergency response procedures. As new laws or regulations are promulgated, we assess their applicability and implement the necessary modifications to our facilities or our operations. The more significant matters are discussed below.

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Clean Air Act

Both federal and state laws require significant reductions in SO₂ and NO_x emissions that result from burning fossil fuels. In May 2005, the EPA issued regulations with respect to SO₂ and NO_x emissions (the Clean Air Interstate Rule) and mercury emissions (the Clean Air Mercury Rule). The federal Clean Air Interstate Rule requires generating facilities in 28 eastern states, including Missouri and Illinois where our generating facilities are located, and the District of Columbia to participate in cap-and-trade programs to reduce annual SO₂ emissions, annual NO_x emissions, and ozone season NO_x emissions. The cap-and-trade program for both annual and ozone season NO_x emissions went into effect on January 1, 2009. The SO₂ emissions cap-and-trade program is scheduled to take effect in 2010.

In February 2008, the U.S. Court of Appeals for the District of Columbia issued a decision that vacated the federal Clean Air Mercury Rule. The court ruled that the EPA erred in the method it used to remove electric generating units from the list of sources subject to the maximum available control technology requirements under the Clean Air Act. In February 2009, the U.S. Supreme Court denied a petition for review filed by a group representing the electric utility industry. The impact of this decision is that the EPA will move forward with a MACT standard for mercury emissions and other hazardous air pollutants, such as acid gases. The standard is expected to be available in draft form in 2010, and compliance is expected to be required in the 2013 to 2015 timeframe. We cannot predict at this time the estimated capital costs for compliance with such future environmental rules.

In July 2008, the U.S. Court of Appeals for the District of Columbia issued a decision that vacated the federal Clean Air Interstate Rule. The court ruled that the regulation contained several fatal flaws, including a regional cap-and-trade program that cannot be used to facilitate the attainment of ambient air quality standards for ozone and fine particulate matter. In September 2008, the EPA, as well as several environmental groups, a group representing the electric utility industry, and the National Mining Association, all filed petitions for rehearing with the U.S. Court of Appeals. In December 2008, the U.S. Court of Appeals essentially reversed its July 2008 decision to vacate the federal Clean Air Interstate Rule. The U.S. Court of Appeals granted the EPA petition for reconsideration and remanded the rule to the EPA for further action to remedy the rule’s flaws in accordance with the U.S. Court of Appeals’ July 2008 opinion in the case. The impact of the decision is that the existing Illinois and Missouri rules to implement the federal Clean Air Interstate Rule will remain in effect until the federal Clean Air Interstate Rule is revised by the EPA, at which point the Illinois and Missouri rules may be subject to change. The EPA has stated that it expects to issue a new proposed version of the Clean Air Interstate Rule in early 2010 and a final version in 2011.

The state of Missouri has adopted state rules to implement the federal Clean Air Interstate Rule for regulating SO₂ and NO_x emissions from electric generating units. The rules are a significant part of Missouri’s plan to attain existing ambient standards for ozone and fine particulates, as well as meeting the federal Clean Air Visibility Rule. The rules are expected to reduce NO_x emissions 30% and SO₂ emissions 75% by 2015. As a result of the Missouri rules, UE will manage allowances and install pollution control equipment. UE’s costs to comply with SO₂ emission reductions required by the Clean Air Interstate Rule could increase materially if the EPA determines that existing allowances granted to sources under the Acid Rain Program cannot be used for compliance with the Clean Air Interstate Rule or if a new allowance program is mandated by revisions to the Clean Air Interstate Rule. Missouri also adopted state rules to implement the federal Clean Air Mercury Rule. However, those state rules are not enforceable as a result of the U.S. Court of Appeals decision to vacate the federal Clean Air Mercury Rule.

We do not believe that the court decision that vacated the federal Clean Air Mercury Rule will significantly affect pollution control obligations in Illinois in the near term. Under the MPS, Illinois generators may defer until 2015 the requirement to reduce mercury emissions by 90%, in exchange for accelerated installation of NO_x and SO₂ controls. This rule, when fully implemented, is expected to reduce mercury emissions 90%, NO_x emissions 50%, and SO₂ emissions 70% by 2015 in Illinois. To comply with the rule, Genco, CILCO (AERG) and EEI have begun putting into service equipment designed to reduce mercury emissions. Genco, AERG and EEI will also need to install additional pollution control equipment. Current plans include installing scrubbers for SO₂ reduction as well as optimizing operations of selective catalytic reduction (SCR) systems for NO_x reduction at certain coal-fired plants in Illinois.

In October 2008, Genco, CILCO (AERG) and EEI submitted a request for a variance from the MPS to the Illinois Pollution Control Board. In preparing this request, Genco, CILCO (AERG) and EEI worked with the Illinois EPA and agreed to control SO₂ and NO_x emissions to lower levels between 2010 and 2020 in order to make the variance proposal “environmentally neutral.” In January 2009, the Illinois Pollution Control Board denied the variance request on procedural grounds. Genco, CILCO (AERG) and EEI filed a motion for reconsideration in February 2009. With the Illinois EPA’s concurrence, they then sought to amend the MPS within a pending rulemaking pertaining to technical amendments of the underlying mercury regulations. In April 2009, the Illinois Pollution Control Board approved the revisions to the MPS within that rulemaking. After review and approval by the Illinois Joint Committee on Administrative Rules, this rule amendment became final in June 2009. As a result, Genco and AERG collectively are able to defer to subsequent years an estimated $300 million of environmental capital expenditures originally scheduled for 2009 through 2011.

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In March 2008, the EPA finalized regulations that will lower the ambient standard for ozone. Illinois and Missouri have each submitted their recommendations to the EPA for designating nonattainment areas. A final action by the EPA to designate nonattainment areas is expected in March 2010. State implementation plans will need to be submitted in 2013 unless Illinois and Missouri seek extensions for various requirement dates. Additional emission reductions may be required as a result of future state implementation plans. At this time, we are unable to determine the impact such state actions would have on our results of operations, financial position, or liquidity.

The table below presents estimated capital costs that are based on current technology to comply with the federal Clean Air Interstate Rule and related state implementation plans through 2018, as well as federal ambient air quality standards including ozone and fine particulates, and the federal Clean Air Visibility rule. The estimates described below could change depending upon additional federal or state requirements, the requirements under a MACT standard, new technology, variations in costs of material or labor, or alternative compliance strategies, among other reasons. The timing of estimated capital costs may also be influenced by whether emission allowances are used to comply with any future rules, thereby deferring capital investment. Ameren is in the process of identifying opportunities to defer or reduce planned capital spending, including the estimates provided in the table below. Non-rate-regulated Generation has eliminated approximately $1 billion of capital expenditures from its previous estimates for 2010 through 2013. The environmental portion of this reduction is reflected in the table below.

	2009		2010 - 2013		2014 - 2018		Total
UE(a)	$	100	$	525 - $   655	$	1,525 - $1,880	$	2,150 - $2,635
Genco		275		480 -      615		215 -      310		970 -   1,200
CILCO(AERG)		45		415 -      540		85 -      125		545 -      710
EEI		15		40 -        55		280 -      385		335 -      455
Ameren	$	435	$	1,460 - $1,865	$	2,105 - $2,700	$	4,000 - $5,000

(a) UE’s expenditures are expected to be recoverable in rates over time.

Emission Allowances

Both federal and state laws require significant reductions in SO₂ and NO_x emissions that result from burning fossil fuels. The Clean Air Act created marketable commodities called allowances under the Acid Rain Program, the NO_x Budget Trading Program, and the federal Clean Air Interstate Rule. All existing generating facilities have been allocated allowances based on past production and the statutory emission reduction goals. NO_x allowances allocated under the NO_x Budget Trading Program can be used for the seasonal NO_x program under the federal Clean Air Interstate Rule. Our generating facilities comply with the SO₂ limits through the use and purchase of allowances, through the use of low-sulfur fuels, and through the application of pollution control technology. Our generating facilities are expected to comply with the NO_x limits through the use and purchase of allowances or through the application of pollution control technology, including low-NO_x burners, over-fire air systems, combustion optimization, rich-reagent injection, selective noncatalytic reduction, and selective catalytic reduction systems.

See Note 1 - Summary of Significant Accounting Policies for the SO₂ and NO_x emission allowances held and the related SO₂ and NO_x emission allowance book values that were carried as intangible assets as of June 30, 2009.

UE, Genco, CILCO and EEI expect to use a substantial portion of the SO₂ and NO_x allowances for ongoing operations. Environmental regulations, including the Clean Air Interstate Rule, the timing of the installation of pollution control equipment, and the level of operations, will have a significant impact on the number of allowances actually required for ongoing operations. The Clean Air Interstate Rule requires a reduction in SO₂ emissions by increasing the ratio of Acid Rain Program allowances surrendered. The current Acid Rain Program requires the surrender of one SO₂ allowance for every ton of SO₂ that is emitted. Unless revised by the EPA as a result of the U.S. Court of Appeals’ remand, the Clean Air Interstate Rule program will require that SO₂ allowances of vintages 2010 through 2014 be surrendered at a ratio of two allowances for every ton of emission. SO₂ allowances with vintages of 2015 and beyond will be required to be surrendered at a ratio of 2.86 allowances for every ton of emission. In order to accommodate this change in surrender ratio and to comply with the federal and state regulations, UE, Genco, AERG, and EEI expect to install control technology designed to further reduce SO₂ emissions, as discussed above.

The Clean Air Interstate Rule has both an ozone season program and an annual program for regulating NO_x emissions, with separate allowances issued for each program. The Clean Air Interstate Rule ozone season program replaced the NO_x Budget Trading Program beginning in 2009. Both sets of allowances for the years 2009 through 2014 were issued by the Missouri Department of Natural Resources in December 2007. Allocations for UE’s Missouri generating facilities were 11,665 tons per ozone season and 26,842 tons annually. Allocations for Genco’s generating facility in Missouri were one ton for the ozone season and three tons annually. Both sets of allowances for the years 2009 through 2011 were issued by the Illinois EPA in April 2008. Allocations for UE’s, Genco’s, AERG’s, and EEI’s Illinois generating facilities were 90, 3,442, 1,368, and 1,758 tons per ozone season, respectively, and 93, 8,300, 3,418, and 4,564 tons annually, respectively.

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Global Climate

On June 26, 2009, the U.S. House of Representatives passed energy legislation entitled “The American Clean Energy and Security Act of 2009” that, if enacted, would establish an economy-wide cap-and-trade program. The overarching goal of this proposed cap-and-trade program is to reduce greenhouse gas emissions from capped sources, including coal-fired electric generation units, to a level that is 3% below 2005 levels by 2012, 17% below 2005 levels by 2020, 42% below 2005 levels by 2030, and 83% below 2005 levels by the year 2050. The proposed legislation provides an allocation of free emission allowances and greenhouse gas offsets to utilities, as well as certain merchant coal-fired electric generators in competitive markets. This aspect of the proposed legislation would mitigate some of the cost of compliance. However, the amount of free allowances provided declines over time and is ultimately phased out. The proposed legislation also contains, among other things, a federal renewable energy standard of 6% by 2012 and 20% by 2020, of which up to 25% of the goal can be met by energy efficiency. The proposed legislation also establishes performance standards for new coal plants, requires electric utilities to develop plans to support plug-in hybrid vehicles, and requires load-serving entities to reduce peak electric demand through energy efficiency and Smart Grid technologies. Leaders in the U.S. Senate have indicated they are developing climate change legislation that they hope to bring before the full Senate in the fall of 2009.

Potential impacts from proposed legislation could vary, depending upon proposed CO₂ emission limits, the timing of implementation of those limits, the method of allocating allowances, the degree to which offsets are allowed and available, and provisions for cost containment measures, such as a “safety valve” that provides a ceiling price for emission allowance purchases. As a result of our diverse fuel portfolio, our contribution to greenhouse gases varies among our generating facilities, but coal-fired power plants are significant sources of CO₂, a principal greenhouse gas. Ameren’s analysis shows that if The American Clean Energy and Security Act of 2009 were enacted into law in its current form, household costs and rates for electricity could rise significantly. The burden could fall particularly hard on electricity consumers and the Midwest economy because of the region’s reliance on electricity generated by coal-fired power plants. Natural gas emits about half the amount of CO₂ that coal emits when burned to produce electricity. As a result, economy-wide shifts favoring natural gas as a fuel source for electric generation also could affect the cost of heating for our utility customers and many industrial processes. Ameren believes that wholesale natural gas costs could rise significantly as well. Higher costs for energy could contribute to reduced demand for electricity and natural gas.

Future initiatives regarding greenhouse gas emissions and global warming may also be subject to the activities pursuant to the Midwest Greenhouse Gas Reduction Accord, an agreement signed by the governors of Illinois, Iowa, Kansas, Michigan, Wisconsin and Minnesota to develop a strategy to achieve energy security and to reduce greenhouse gas emissions through a cap-and-trade mechanism. The advisory group to the Midwest governors provided draft final recommendations on the design of a greenhouse gas reduction program to the governors in June 2009. These recommendations have not been endorsed or approved by the individual state governors. It is uncertain whether legislation to implement the recommendations will be implemented or passed by any of the states, including Illinois.

With regard to greenhouse gas regulation under existing law, in April 2007, the U.S. Supreme Court issued a decision that the EPA has the authority to regulate CO₂ and other greenhouse gases from automobiles as “air pollutants” under the Clean Air Act. This decision was a result of a Bush Administration ruling denying a waiver request by the state of California to implement such regulations. The Supreme Court sent the case back to the EPA to conduct a rulemaking process to determine whether greenhouse gas emissions contribute to climate change “which may reasonably be anticipated to endanger public health or welfare.” In April 2009, the EPA issued a proposed determination finding that the combination of six greenhouse gases emitted by motor vehicle engines formed air pollution which, through the mechanics of climate change, endangers public health and welfare. Although this “endangerment finding” is in draft form and applies only to greenhouse gas emissions from motor vehicle engines, some of the greenhouse gases that are the subject of the proposed endangerment finding are produced by the combustion of fossil fuels by electric generating units. The comment period on this rulemaking is now closed. It is anticipated that the endangerment finding could enable states to regulate greenhouse gas emissions from automobiles. It could also set in motion the process of establishing emission limitations for power plants and other industrial sources of greenhouse gasses. This endangerment finding is expected to be final by the end of 2009. However, specific regulations governing power plants and other sources would be developed in subsequent rulemakings and may be preempted by federal legislative actions.

The EPA also proposed regulations in April 2009 that would require businesses, including fossil-fuel fired electric generators, to monitor and report their greenhouse gas emissions beginning January 2010. It is anticipated that these proposed regulations, if adopted, would supplement the existing emission monitoring and reporting requirements that are applicable to our facilities.

Future federal and state legislation or regulations that mandate limits on the emission of greenhouse gases would result in significant increases in capital expenditures and operating costs, which in turn could lead to increased liquidity needs and higher financing costs. Excessive costs to comply with future legislation or regulations might force UE, Genco, CILCO (through AERG) and EEI as well as other similarly situated electric power generators to close some coal-fired facilities. As a result, mandatory limits could have a material adverse impact on Ameren’s, UE’s, Genco’s, AERG’s and EEI’s results of operations, financial position, or liquidity.

The impact on us of future initiatives related to greenhouse gas emissions and global warming is unknown. Although compliance costs are unlikely in the near future, federal legislative, federal regulatory and state-sponsored initiatives to control greenhouse gases continue to progress, making it more likely that some form of regulation of greenhouse gas emissions will eventually be implemented. Since these initiatives continue to evolve, the impact on our coal-fired generation plants and our customers’ costs is unknown, but any impact would likely be negative. Our costs of complying with any mandated federal or state greenhouse gas program could have a material impact on our future results of operations, financial position, or liquidity.

New Source Review

The EPA has been conducting an enforcement initiative to determine whether modifications at a number of coal-fired power plants owned by electric utilities in the United States

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are subject to New Source Review (NSR) requirements or New Source Performance Standards under the Clean Air Act. The EPA’s inquiries focus on whether the best available emission control technology was or should have been used at such power plants when major maintenance or capital improvements were performed.

In April 2005, Genco received a request from the EPA for information pursuant to Section 114(a) of the Clean Air Act. It sought detailed operating and maintenance history data with respect to Genco’s Coffeen, Hutsonville, Meredosia and Newton facilities, EEI’s Joppa facility, and AERG’s E.D. Edwards and Duck Creek facilities. In 2006, the EPA issued a second Section 114(a) request to Genco regarding projects at the Newton facility. All of these facilities are coal-fired power plants. In September 2008, the EPA issued a third Section 114(a) request regarding projects at all of Ameren’s Illinois coal-fired power plants. In May 2009, we completed our response to the most recent information request, but we are unable to predict the outcome of this matter.

In March 2008, Ameren received a request from the EPA for information pursuant to Section 114(a) of the Clean Air Act seeking detailed operating and maintenance history data with respect to UE’s Labadie, Meramec, Rush Island, and Sioux facilities. The information request required UE to provide responses to specific EPA questions regarding certain projects and maintenance activities in order to determine UE’s compliance with state and federal regulatory requirements. UE has completed this information request. In July 2009, the EPA issued a Section 114(a) request to certain contractors that have performed capital projects at UE’s facilities since 1987. We are unable to predict the outcome of this matter.

Resolution of these matters could have a material adverse impact on the future results of operations, financial position, or liquidity of Ameren, UE, Genco, AERG and EEI. A resolution could result in increased capital expenditures for the installation of control technology, increased operations and maintenance expenses, and fines or penalties.

Clean Water Act

In July 2004, the EPA issued rules under the Clean Water Act that require cooling-water intake structures to have the best technology available for minimizing adverse environmental impacts on aquatic species. These rules pertain to all existing generating facilities that currently employ a cooling-water intake structure whose flow exceeds 50 million gallons per day. The rules may require facilities to install additional intake screens or other protective measures and to do extensive site-specific study and monitoring. There is also the possibility that the rules may lead to the installation of cooling towers on some of our generating facilities. On April 1, 2009, the U.S. Supreme Court ruled that the EPA can compare costs for existing power plants to use the best available technology to protect aquatic species against environmental benefits in enforcing the Clean Water Act. The EPA is expected to propose revised rules in early 2010. Until the EPA reissues the rules, and such rules are adopted, and the studies on the power plants are completed, we are unable to estimate the costs of complying with these rules. Such costs are not expected to be incurred prior to 2012.

Remediation

We are involved in a number of remediation actions to clean up hazardous waste sites as required by federal and state law. Such statutes require that responsible parties fund remediation actions regardless of their degree of fault, the legality of original disposal, or the ownership of a disposal site. UE, CIPS, CILCO and IP have each been identified by the federal or state governments as a potentially responsible party (PRP) at several contaminated sites. Several of these sites involve facilities that were transferred by CIPS to Genco in May 2000 and facilities transferred by CILCO to AERG in October 2003. As part of each transfer, CIPS and CILCO have contractually agreed to indemnify Genco and AERG for remediation costs associated with preexisting environmental contamination at the transferred sites.

As of June 30, 2009, CIPS, CILCO and IP owned or were otherwise responsible for several former MGP sites in Illinois. CIPS has 15, CILCO 4, and IP 25 sites. All of these sites are in various stages of investigation, evaluation and remediation. Ameren currently anticipates that remediation at these sites should be completed by 2015. The ICC permits each company to recover remediation and litigation costs associated with its former MGP sites from its Illinois electric and natural gas utility customers through environmental adjustment rate riders. To be recoverable, such costs must be prudently and properly incurred, and costs are subject to annual review by the ICC. As of June 30, 2009, estimated obligations were: CIPS - $17 million to $28 million, CILCO - $1 million, IP - $97 million to $161 million. CIPS, CILCO and IP have liabilities of $17 million, $1 million, and $97 million, respectively, recorded to represent estimated minimum obligations, as no other amount within the range was a better estimate.

CIPS is also responsible for the cleanup of a former coal ash landfill in Coffeen, Illinois. As of June 30, 2009, CIPS estimated its obligation at $0.5 million to $6 million. CIPS recorded a liability of $0.5 million to represent its estimated minimum obligation for this site, as no other amount within the range was a better estimate. IP is also responsible for the cleanup of a landfill, underground storage tanks, and a water treatment plant in Illinois. As of June 30, 2009, IP recorded a liability of $1 million to represent its best estimate of the obligation for these sites.

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In addition, UE owns or is otherwise responsible for 10 MGP sites in Missouri and one site in Iowa. UE does not currently have in effect in Missouri a rate rider mechanism that permits remediation costs associated with MGP sites to be recovered from utility customers. UE does not have any retail utility operations in Iowa that would provide a source of recovery of these remediation costs. As of June 30, 2009, UE estimated its obligation at $3 million to $5 million. UE has a liability of $3 million recorded to represent its estimated minimum obligation for its MGP sites, as no other amount within the range was a better estimate. UE also is responsible for four waste sites in Missouri that have corporate cleanup liability, most as a result of federal agency mandates. UE recently concluded cleanups at two of these sites and no further remediation actions are anticipated at those two sites.

In June 2000, the EPA notified UE and numerous other companies, including Solutia, that former landfills and lagoons in Sauget, Illinois, may contain soil and groundwater contamination. These sites are known as Sauget Area 2. From about 1926 until 1976, UE operated a power generating facility adjacent to Sauget Area 2. UE currently owns a parcel of property that was once used as a landfill. Under the terms of an Administrative Order and Consent, UE has joined with other PRPs to evaluate the extent of potential contamination with respect to Sauget Area 2.

Sauget Area 2 investigations overseen by the EPA are largely completed, and the results along with recommendations for appropriate remediation activities will be submitted to the EPA later this year. Following this submission, the EPA will ultimately select a remedy alternative and begin negotiations with various PRPs to implement it. Over the last several years, numerous other parties have joined the PRP group and presumably will participate in the funding of any required remediation. In addition, Pharmacia Corporation and Monsanto Company have agreed to assume the liabilities related to Solutia’s former chemical waste landfill in the Sauget Area 2, notwithstanding Solutia’s filing for bankruptcy protection. As of June 30, 2009, UE estimated its obligation at $0.4 million to $10 million. UE has a liability of $0.4 million recorded to represent its estimated minimum obligation, as no other amount within the range was a better estimate.

In March 2008, the EPA issued an administrative order requesting that CIPS participate in a portion of an environmental cleanup of a site within Sauget Area 2 previously occupied by Clayton Chemical Company. CIPS was formerly a customer of Clayton Chemical Company, which before its dissolution was a recycler of waste solvents and oil. Other former customers of Clayton Chemical Company were issued similar orders by the EPA. Pursuant to that order, CIPS and three other PRPs agreed to install an engineered barrier on portions of the Clayton Chemical Company site. This work was concluded in the first quarter of 2009.

In July 2008, the EPA issued an administrative order to UE pertaining to a former coal tar distillery operated by Koppers Company or its predecessor and successor companies. UE is the current owner of the site but did not conduct any of the manufacturing operations involving coal tar or its byproducts. UE along with two other PRPs have reached an agreement with the EPA as to the scope of the site investigation, which will occur later this year. As of June 30, 2009, UE estimated its obligation at $2 million to $5 million. UE has a liability of $2 million recorded to represent its estimated minimum obligation, as no other amount within the range was a better estimate.

In December 2004, AERG submitted a comprehensive conceptual plan to the Illinois EPA to address groundwater and surface water issues associated with the recycle pond, ash ponds, and reservoir at the Duck Creek power plant facility. Information submitted by AERG is currently under review by the Illinois EPA. CILCORP and CILCO both have a liability of $1 million at June 30, 2009, on their consolidated balance sheets for the estimated cost of the remediation effort, which involves discharging recycle-system water into the Duck Creek reservoir and the eventual closure of ash ponds in order to address these groundwater and surface water issues.

In March 2009, UE and CIPS received from the EPA “Special Notice of Liability” letters with respect to a former transformer repair facility located in Cape Girardeau, Missouri. Both companies are members of a PRP group that sent electrical equipment to the site and previously performed certain soil remediation and investigative work with respect to the site. The EPA is requesting the PRP group to investigate groundwater conditions at the site and the group is in the process of negotiating the terms under which such additional work would occur. UE and CIPS believe that the PRP group presently has adequate financial resources to cover the cost of such work without additional contributions from the companies.

In addition, our operations or those of our predecessor companies involve the use, disposal of, and in appropriate circumstances, the cleanup of substances regulated under environmental protection laws. We are unable to determine whether such practices will result in future environmental commitments or impact our results of operations, financial position, or liquidity.

Ash Ponds

There has been increased activity at both the state and federal level to examine the need for additional regulation of ash pond facilities and coal combustion byproducts (CCB) or

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wastes. The EPA is considering regulating CCBs under the hazardous waste regulations, which could impact future disposal and handling costs at our facilities. Ameren received and responded to an information collection request from the EPA in March 2009. The EPA sent the information collection request to numerous electric generators in the country. The EPA is considering requiring as part of its proposed regulations that coal-fired power plants engage in the mandatory closure of surface impoundments used for the management of CCB. It is anticipated that some form of additional regulation concerning the integrity of ash ponds and the handling and disposal of CCB or waste may be proposed by the fourth quarter 2009. Ameren’s CCB impoundments were not identified in EPA’s recent listing of 44 high hazard potential impoundments containing CCBs. In addition, the Illinois EPA has requested that UE, Genco, CILCO (AERG) and EEI establish groundwater monitoring plans for their active and inactive ash impoundments in Illinois. Genco is currently petitioning the Illinois Pollution Control Board to issue a site specific rule approving the closure of an ash pond at its Hutsonville power plant. At this time, we are unable to predict the outcome any such state and federal regulations might have on our results of operations, financial position, or liquidity.

Pumped-storage Hydroelectric Facility Breach

In December 2005, there was a breach of the upper reservoir at UE’s Taum Sauk pumped-storage hydroelectric facility. This resulted in significant flooding in the local area, which damaged a state park.

UE settled with FERC and the State of Missouri all issues associated with the December 2005 Taum Sauk incident. In December 2008, the Department of the Army, Corps of Engineers filed a lawsuit regarding the Taum Sauk breach. The suit, which was filed in the U.S. District Court in Cape Girardeau, Missouri, claimed that Clearwater Lake in southeastern Missouri was damaged by sediment from the Taum Sauk breach. In April 2009, in response to the Corps of Engineers’ motion, the court dismissed the lawsuit without prejudice to the Corps of Engineers’ right to refile the lawsuit. UE cannot predict whether the lawsuit will be refiled.

UE has property and liability insurance coverage for the Taum Sauk incident, subject to certain limits and deductibles. Insurance does not cover lost electric margins and penalties paid to FERC. UE expects that the total cost for cleanup, damage and liabilities, excluding costs to rebuild the upper reservoir, will range from $203 million to $220 million. As of June 30, 2009, UE had paid $201 million, including costs resulting from the FERC-approved stipulation and consent agreement. UE accrued a $2 million liability while expensing $35 million for items not covered by insurance and recorded a $168 million receivable due from insurance companies under liability coverage. As of June 30, 2009, UE has received $95 million from insurance companies, which reduced the insurance receivable balance subject to liability coverage to $73 million.

UE received approval from FERC to rebuild the upper reservoir at its Taum Sauk plant and is in the process of rebuilding the facility. UE expects the Taum Sauk plant to be out of service through early 2010. The estimated cost to rebuild the upper reservoir is in the range of $480 million. As of June 30, 2009, UE had recorded a $420 million receivable due from insurance companies under property insurance coverage related to the rebuilding of the facility and the reimbursement of replacement power costs. As of June 30, 2009, UE has received $208 million from insurance companies, which reduced the property insurance receivable balance as of June 30, 2009, to $212 million.

Under UE’s insurance policies, all claims by or against UE are subject to review by its insurance carriers. In July 2009, three insurance carriers filed a petition against Ameren in the Circuit Court of St. Louis County, Missouri, seeking a declaratory judgment that the property insurance policy does not require these three insurers to indemnify Ameren for their share of the entire cost of construction associated with the facility rebuild design being utilized. The three insurers allege that they, along with the other policy participants, had presented a rebuild design that was consistent with their insurance coverage obligations and that the insurance policy does not require these insurers to pay their share of the costs of construction associated with the design being used. These insurers have estimated a cost of approximately $214 million for their rebuild design compared to the estimated $480 million cost of the design approved by FERC and being used by Ameren. Ameren disagrees with the position of these insurers and intends to defend its position. The insurers that are parties to the litigation represent approximately 40%, on a weighted average basis, of the property insurance policy coverage between the disputed amounts of $214 million and $480 million. We are unable to predict the timing or outcome of this litigation, or its possible effect on UE’s results of operations, financial position or liquidity. Despite this litigation, discussions to settle claims under the property policy are ongoing with these insurance carriers and other insurance carriers not parties to the litigation.

Until the insurance review is completed and the litigation is resolved, among other things, we are unable to determine the total impact the breach may have on Ameren’s and UE’s results of operations, financial position, or liquidity beyond those amounts already recognized. At this time, UE believes that substantially all damages and liabilities caused by the breach, including costs related to the settlement agreement with the state of Missouri, the cost of rebuilding the facility, and the cost of replacement power (up to $8 million annually), will be recovered through insurance. Any amounts not recovered through insurance could result in charges to earnings, which could be material.

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Asbestos-related Litigation

Ameren, UE, CIPS, Genco, CILCO and IP have been named, along with numerous other parties, in a number of lawsuits filed by plaintiffs claiming varying degrees of injury from asbestos exposure. Most have been filed in the Circuit Court of Madison County, Illinois. The total number of defendants named in each case is significant; as many as 192 parties are named in some pending cases and as few as six in others. However, in the cases that were pending as of June 30, 2009, the average number of parties was 73.

The claims filed against Ameren, UE, CIPS, Genco, CILCO and IP allege injury from asbestos exposure during the plaintiffs’ activities at our present or former electric generating plants. Former CIPS plants are now owned by Genco, and former CILCO plants are now owned by AERG. Most of IP’s plants were transferred to a former parent subsidiary prior to Ameren’s acquisition of IP. As a part of the transfer of ownership of the CIPS and CILCO generating plants, CIPS and CILCO have contractually agreed to indemnify Genco and AERG, respectively, for liabilities associated with asbestos-related claims arising from activities prior to the transfer. Each lawsuit seeks unspecified damages that, if awarded at trial, typically would be shared among the various defendants.

The following table presents the pending asbestos-related lawsuits filed against the Ameren Companies as of June 30, 2009:

Specifically Named as Defendant
Ameren	UE	CIPS	Genco	CILCO	IP	Total(a)
2	32	32	-	14	41	75

(a) Total does not equal the sum of the subsidiary unit lawsuits because some of the lawsuits name multiple Ameren entities as defendants.

As of June 30, 2009, seven asbestos-related lawsuits were pending against EEI. The general liability insurance maintained by EEI provides coverage with respect to liabilities arising from asbestos-related claims.

At June 30, 2009, Ameren, UE, CIPS, CILCO and IP had liabilities of $14 million, $5 million, $3 million, $1 million and $5 million, respectively, recorded to represent their best estimate of their obligations related to asbestos claims.

IP has a tariff rider to recover the costs of asbestos-related litigation claims, subject to the following terms. Beginning in 2007, 90% of cash expenditures in excess of the amount included in base electric rates are recovered by IP from a trust fund established by IP. At June 30, 2009, the trust fund balance was approximately $23 million, including accumulated interest. If cash expenditures are less than the amount in base rates, IP will contribute 90% of the difference to the fund. Once the trust fund is depleted, 90% of allowed cash expenditures in excess of base rates will be recovered through charges assessed to customers under the tariff rider.

The Ameren Companies believe that the final disposition of these proceedings will not have a material adverse effect on their results of operations, financial position, or liquidity.

NOTE 10 - CALLAWAY NUCLEAR PLANT

Under the Nuclear Waste Policy Act of 1982, the DOE is responsible for the permanent storage and disposal of spent nuclear fuel. The DOE currently charges one mill, or ¹/₁₀ of one cent, per nuclear-generated kilowatthour sold for future disposal of spent fuel. Pursuant to this act, UE collects one mill from its electric customers for each kilowatthour of electricity that it generates and sells from its Callaway nuclear plant. Electric utility rates charged to customers provide for recovery of such costs. The DOE is not expected to have its permanent storage facility for spent fuel available before 2020. UE has sufficient installed storage capacity at its Callaway nuclear plant until 2020. It has the capability for additional storage capacity through the licensed life of the plant. The delayed availability of the DOE’s disposal facility is not expected to adversely affect the continued operation of the Callaway nuclear plant through its currently licensed life.

Electric utility rates charged to customers provide for the recovery of the Callaway nuclear plant’s decommissioning costs, which include decontamination, dismantling, and site restoration costs, over an assumed 40-year life of the plant, ending with the expiration of the plant’s operating license in 2024. UE intends to submit a license extension application with the NRC to extend its Callaway nuclear plant’s operating license to 2044. It is assumed that the Callaway nuclear plant site will be decommissioned based on the immediate dismantlement method and removal from service. Ameren and UE have recorded an ARO for the Callaway nuclear plant decommissioning costs at fair value, which represents the present value of estimated future cash outflows. Decommissioning costs are charged to the costs of service used to establish electric rates for UE’s customers. These costs amounted to $7 million in each of the years 2008, 2007 and 2006. Every three years, the MoPSC requires UE to file an updated cost study for decommissioning its Callaway nuclear plant. Electric rates may be adjusted at such times to reflect changed estimates. The latest cost study was filed in September 2008. The 2008 study included the minor tritium contamination discovered on the Callaway nuclear plant site, which did not result in a significant increase in the decommissioning cost estimate. Costs collected from customers are deposited in an external trust fund to provide for the Callaway nuclear plant’s decommissioning. If the assumed return on trust assets is not earned, we believe that it is probable that any such earnings deficiency will be recovered in rates. The fair value of the nuclear

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decommissioning trust fund for UE’s Callaway nuclear plant is reported as Nuclear Decommissioning Trust Fund in Ameren’s Consolidated Balance Sheet and UE’s Balance Sheet. This amount is legally restricted. It may be used only to fund the costs of nuclear decommissioning. Changes in the fair value of the trust fund are recorded as an increase or decrease to the nuclear decommissioning trust fund and to a regulatory asset or regulatory liability, as appropriate.

NOTE 11 - OTHER COMPREHENSIVE INCOME

Comprehensive income includes net income as reported on the statements of income and all other changes in common stockholders’ equity, except those resulting from transactions with common stockholders. A reconciliation of net income to comprehensive income for the three and six months ended June 30, 2009 and 2008, is shown below for the Ameren Companies:

	Three Months						Six Months
	2009			2008			2009			2008
Ameren:(a)
Net income	$	168		$	217		$	313		$	366
Unrealized net gain (loss) on derivative hedging instruments, net of taxes (benefit) of $9, $(27), $53 and $(63), respectively		17			(48	)		98			(111	)
Reclassification adjustments for derivative (gain) loss included in net income, net of taxes (benefit) of $17, $(3), $43 and $(6), respectively		(31	)		5			(77	)		11
Reclassification adjustment due to implementation of FAC, net of taxes of $-, $-, $18 and $-, respectively		-			-			(29	)		-
Adjustment to pension and benefit obligation, net of taxes of $7, $3, $7 and $1, respectively		(5	)		(4	)		(5	)		(2	)
Total comprehensive income, net of taxes		149			170			300			264
Less: Net income attributable to noncontrolling interests, net of taxes		3			11			7			22
Total comprehensive income attributable to Ameren Corporation, net of taxes	$	146		$	159		$	293		$	242
UE:
Net income	$	84		$	124		$	106		$	188
Unrealized net gain (loss) on derivative hedging instruments, net of taxes (benefit) of $-, $(4), $11 and $(11), respectively		-			(6	)		17			(17	)
Reclassification adjustments for derivative (gain) included in net income, net of taxes of $-, $1, $8 and $1, respectively		-			(2	)		(13	)		(1	)
Reclassification adjustment due to implementation of FAC, net of taxes of $-, $-, $18 and $-, respectively		-			-			(29	)		-
Total comprehensive income, net of taxes	$	84		$	116		$	81		$	170
CIPS:
Net income (loss)	$	1		$	(3	)	$	8		$	-
Total comprehensive income (loss), net of taxes	$	1		$	(3	)	$	8		$	-
Genco:
Net income	$	46		$	74		$	93		$	120
Unrealized net gain on derivative hedging instruments, net of taxes of $-, $4, $- and $-, respectively		-			6			-			-
Reclassification adjustments for derivative (gain) included in net income, net of taxes of $-, $4, $- and $4, respectively		-			(5	)		-			(5	)
Adjustment to pension and benefit obligation, net of taxes (benefit) of $-, $-, $- and $(2), respectively		-			-			1			3
Total comprehensive income, net of taxes	$	46		$	75		$	94		$	118
CILCORP:
Net income (loss)	$	24		$	5		$	(408	)	$	25
Reclassification adjustments for derivative (gain) included in net income, net of taxes of $-, $-, $- and $1, respectively		-			-			-			(1	)
Adjustment to pension and benefit obligation, net of taxes of $1, $2, $1 and $1, respectively		(1	)		3			(1	)		3
Total comprehensive income (loss), net of taxes	$	23		$	8		$	(409	)	$	27
Less: Net income attributable to noncontrolling interests, net of taxes		-			1			-			1
Total comprehensive income (loss) attributable to CILCORP Inc., net of taxes	$	23		$	7		$	(409	)	$	26
CILCO:
Net income	$	31		$	12		$	64		$	38
Adjustment to pension and benefit obligation, net of taxes of $1, $2, $1 and $2, respectively		1			4			1			4
Total comprehensive income, net of taxes	$	32		$	16		$	65		$	42
IP:
Net income (loss)	$	13		$	(10	)	$	27		$	(7	)
Total comprehensive income (loss), net of taxes	$	13		$	(10	)	$	27		$	(7	)

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

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NOTE 12 - RETIREMENT BENEFITS

Ameren’s pension and postretirement plans are funded in compliance with income tax regulations and to achieve federal funding or regulatory requirements. As a result, Ameren expects to fund its pension plans at a level equal to the greater of the pension expense or the legally required minimum contribution. Taking into consideration our assumptions at December 31, 2008, estimated investment performance through June 30, 2009, and our pension funding policy, Ameren expects to make annual contributions of $90 million to $250 million in each of the next five years. These amounts are estimates. They may change with actual investment performance, changes in interest rates, any pertinent changes in government regulations, and any voluntary contributions. Our policy for postretirement benefits is primarily to fund the Voluntary Employee Beneficiary Association (VEBA) trusts to match the annual postretirement expense.

Ameren made a contribution to its pension plan of $24 million in the second quarter of 2009. A pension contribution was not made in the first half of 2008. In July 2009, Ameren made a $23 million contribution to its pension plan. Additionally, Ameren made contributions to its postretirement benefit plans during the second quarter of 2009 and 2008 of $23 million and $22 million, respectively.

The following table presents the components of the net periodic benefit cost for our pension and postretirement benefit plans for the three and six months ended June 30, 2009 and 2008:

	Pension Benefits(a)												Postretirement Benefits(a)
	Three Months						Six Months						Three Months						Six Months
	2009			2008			2009			2008			2009			2008			2009			2008
Service cost	$	17		$	14		$	34		$	29		$	5		$	4		$	10		$	9
Interest cost		46			46			93			93			16			16			33			35
Expected return on plan assets		(50	)		(53	)		(102	)		(106	)		(14	)		(15	)		(27	)		(29	)
Amortization of:
Transition obligation		-			-			-			-			1			1			1			1
Prior service cost (benefit)		2			3			4			6			(2	)		(2	)		(4	)		(4	)
Actuarial loss		5			-			12			1			1			-			4			4
Net periodic benefit cost	$	20		$	10		$	41		$	23		$	7		$	4		$	17		$	16

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries.

UE, CIPS, Genco, CILCORP, CILCO and IP are responsible for their share of the pension and postretirement costs. The following table presents the pension costs and the postretirement benefit costs incurred for the three and six months ended June 30, 2009 and 2008:

	Pension Costs										Postretirement Costs
	Three Months					Six Months					Three Months					Six Months
	2009		2008			2009		2008			2009		2008			2009		2008
Ameren(a)	$	20	$	10		$	41	$	23		$	7	$	4		$	17	$	16
UE		12		10			25		19			3		-			7		6
CIPS		1		1			4		3			-		1			1		2
Genco		2		2			3		3			1		-			1		1
CILCORP		2		(2	)		4		(4	)		1		(1	)		2		(2	)
CILCO		4		-			8		2			2		-			4		2
IP		-		(3	)		1		(2	)		3		4			6		7

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries.

NOTE 13 - SEGMENT INFORMATION

Ameren has three reportable segments: Missouri Regulated, Illinois Regulated and Non-rate-regulated Generation. The Missouri Regulated segment for Ameren includes all the operations of UE’s business as described in Note 1 - Summary of Significant Accounting Policies, except for UE’s 40% interest in EEI (which in February 2008 was transferred to Resources Company through an internal reorganization). The Illinois Regulated segment for Ameren consists of the regulated electric and gas transmission and distribution businesses of CIPS, CILCO, and IP, as described in Note 1 - Summary of Significant Accounting Policies. The Non-rate-regulated Generation segment for Ameren consists primarily of the operations or activities of Genco, the CILCORP parent company, AERG, EEI, and Marketing Company. The category called Other primarily includes Ameren parent company activities.

UE has one reportable segment: Missouri Regulated. The Missouri Regulated segment for UE includes all the operations of UE’s business as described in Note 1 - Summary of Significant Accounting Policies, except for UE’s former 40% interest in EEI.

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CILCORP and CILCO have two reportable segments: Illinois Regulated and Non-rate-regulated Generation. The Illinois Regulated segment for CILCORP and CILCO consists of the regulated electric and gas transmission and distribution businesses of CILCO. The Non-rate-regulated Generation segment for CILCORP and CILCO consists of the generation business of AERG. For CILCORP and CILCO, Other comprises parent company activity and minor activities not reported in the Illinois Regulated or Non-rate-regulated Generation segments for CILCORP.

The following tables present information about the reported revenues and specified items included in net income of Ameren, UE, CILCORP, and CILCO for the three and six months ended June 30, 2009 and 2008, and total assets as of June 30, 2009, and December 31, 2008.

Ameren

Three Months	Missouri   Regulated		Illinois   Regulated			Non-rate-regulated   Generation		Other			Intersegment Eliminations			Consolidated
2009:
External revenues	$	745	$	618		$	315	$	6		$	-		$	1,684
Intersegment revenues		7		6			106		6			(125	)		-
Net income (loss) attributable to Ameren Corporation(a)		82		15			75		(7	)		-			165
2008:
External revenues	$	760	$	717		$	314	$	(1	)	$	-		$	1,790
Intersegment revenues		11		12			96		4			(123	)		-
Net income (loss) attributable to Ameren Corporation(a)		122		(14	)		98		-			-			206
Six Months
2009:
External revenues	$	1,393	$	1,546		$	651	$	10		$	-		$	3,600
Intersegment revenues		14		14			222		10			(260	)		-
Net income (loss) attributable to Ameren Corporation(a)		103		40			168		(5	)		-			306
2008:
External revenues	$	1,475	$	1,763		$	632	$	1		$	-		$	3,871
Intersegment revenues		20		23			228		8			(279	)		-
Net income (loss) attributable to Ameren Corporation(a)		174		2			176		(8	)		-			344
As of June 30, 2009:
Total assets	$	11,999	$	7,069		$	4,985	$	1,385		$	(2,248	)	$	23,190
As of December 31, 2008:
Total assets	$	11,524	$	7,079		$	4,622	$	1,227		$	(1,795	)	$	22,657

(a) Represents net income (loss) available to common stockholders; 100% of CILCO’s preferred stock dividends are included in the Illinois Regulated segment.

UE

Three Months	Missouri Regulated		Other (a)		UE
2009:
Revenues	$	752	$	-	$	752
Net income(b)		82		-		82
2008:
Revenues	$	771	$	-	$	771
Net income(b)		122		-		122
Six Months
2009:
Revenues	$	1,407	$	-	$	1,407
Net income(b)		103		-		103
2008:
Revenues	$	1,495	$	-	$	1,495
Net income(b)		174		11		185
As of June 30, 2009:
Total assets	$	11,999	$	-	$	11,999
As of December 31, 2008:
Total assets	$	11,524	$	-	$	11,524

(a) Included 40% interest in EEI through February 29, 2008.

(b) Represents net income available to the common stockholder (Ameren).

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CILCORP

Three Months	Illinois   Regulated			Non-rate-regulated   Generation			CILCORP     Other		Intersegment Eliminations			Consolidated CILCORP
2009:
External revenues	$	128		$	104		$	-	$	-		$	232
Intersegment revenues		-			-			-		-			-
Net income(b)		1			23			-		-			24
2008:
External revenues	$	162		$	71		$	-	$	-		$	233
Intersegment revenues		2			(1	)		-		(1	)		-
Net income(loss)(b)		(1	)		5			-		-			4
Six Months
2009:
External revenues	$	347		$	196		$	-	$	-		$	543
Intersegment revenues		-			-			-		-			-
Goodwill impairment(a)		(117	)		(345	)		-		-			(462	)
Net loss(b)		(109	)		(299	)		-		-			(408	)
2008:
External revenues	$	428		$	150		$	-	$	-		$	578
Intersegment revenues		2			-			-		(2	)		-
Net income(b)		11			13			-		-			24
As of June 30, 2009:
Total assets	$	1,324		$	1,342		$	2	$	(203	)	$	2,465
As of December 31, 2008:
Total assets	$	1,402		$	1,680		$	2	$	(219	)	$	2,865

(a) See Note 14 - Goodwill Impairment for further information.

(b) Represents net income (loss) available to the common stockholder (Ameren); 100% of CILCO’s preferred stock dividends are included in the Illinois Regulated segment.

CILCO

Three Months	Illinois   Regulated			Non-rate-regulated   Generation			CILCO     Other		Intersegment Eliminations			Consolidated CILCO
2009:
External revenues	$	128		$	104		$	-	$	-		$	232
Intersegment revenues		-			-			-		-			-
Net income(a)		1			30			-		-			31
2008:
External revenues	$	162		$	71		$	-	$	-		$	233
Intersegment revenues		2			(1	)		-		(1	)		-
Net income (loss)(a)		(1	)		12			-		-			11
Six Months
2009:
External revenues	$	347		$	196		$	-	$	-		$	543
Intersegment revenues		-			-			-		-			-
Net income(a)		8			56			-		-			64
2008:
External revenues	$	428		$	150		$	-	$	-		$	578
Intersegment revenues		2			-			-		(2	)		-
Net income(a)		11			26			-		-			37
As of June 30, 2009:
Total assets	$	1,251		$	1,108		$	-	$	-		$	2,359
As of December 31, 2008:
Total assets	$	1,212		$	1,081		$	-	$	1		$	2,294

(a) Represents net income (loss) available to the common stockholder (CILCORP); 100% of CILCO’s preferred stock dividends are included in the Illinois Regulated segment.

NOTE 14 - GOODWILL IMPAIRMENT

We evaluate goodwill for impairment as of October 31 of each year, or more frequently if events and circumstances indicate that the asset might be impaired. Goodwill impairment testing is a two-step process. The first step involves a comparison of the estimated fair value of a reporting unit with its carrying amount. If the estimated fair value of the reporting unit exceeds the carrying value, goodwill of the reporting unit is considered unimpaired. If the carrying amount of the reporting unit exceeds its

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estimated fair value, the second step is performed to measure the amount of impairment, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by allocating the estimated fair value of the reporting unit to the estimated fair value of its existing assets and liabilities in a manner similar to a purchase price allocation. The unallocated portion of the estimated fair value of the reporting unit is the implied fair value of goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss, equivalent to the difference, is recorded as a reduction of goodwill and a charge to operating expense.

The goodwill impairment test that we performed in the fourth quarter of 2008 did not result in the second step assessment; the test indicated no impairment of Ameren’s, CILCORP’s, or IP’s goodwill. However, the estimated fair values of both of CILCORP’s reporting units (Illinois Regulated and Non-rate-regulated Generation) exceeded carrying values by a nominal amount. We concluded that events had occurred and circumstances had changed during the first quarter of 2009, which required us to perform an interim goodwill impairment test. The following triggering events resulted in the need for us to perform an impairment test:

• A significant decline in Ameren’s market capitalization.

• The continuing decline in market prices for electricity.

• A decrease in observable industry market multiples.

The fair value of Ameren’s, CILCORP’s and IP’s reporting units was estimated based on a risk-adjusted, probability-weighted discounted cash flow model that considered multiple operating scenarios. Key assumptions in the determination of fair value included the use of an appropriate discount rate, estimated five-year future cash flows, and an exit value based on observable industry market multiples. For the interim test conducted as of March 31, 2009, the discount rate used was 3.8%, based on the twenty-year treasury yield. To assess the reasonableness of the estimated fair values, the sum of the estimated fair values of the Ameren reporting units is reconciled to our current market capitalization plus an estimated control premium. We use our best estimates in making these evaluations and consider various factors, including forward price curves for energy, fuel costs, the regulatory environment, and operating costs.

As a result of the interim impairment test as of March 31, 2009, CILCORP’s Illinois Regulated reporting unit and CILCORP’s Non-rate-regulated Generation reporting unit both failed step one as each reporting unit’s carrying value exceeded its estimated fair value. Therefore, in order to measure the amount of any goodwill impairment in step two, we estimated individually the implied fair value of CILCORP’s Illinois Regulated goodwill and CILCORP’s Non-rate-regulated Generation goodwill. We determined that the implied fair value of goodwill was less than the carrying amount of goodwill for both reporting units, indicating that CILCORP’s Illinois Regulated goodwill and CILCORP’s Non-rate-regulated Generation goodwill was impaired as of March 31, 2009. Based on the results of step two, CILCORP recorded a noncash impairment charge of $462 million, which represented all of the goodwill assigned to CILCORP’s Non-rate-regulated Generation reporting unit of $345 million and $117 million assigned to CILCORP’s Illinois Regulated reporting unit. The step two test indicated that the implied fair value of goodwill relating to CILCORP’s Illinois Regulated reporting unit was $80 million.

The goodwill impairment recorded at CILCORP was not reflected at the consolidated Ameren level because of the aggregation of reporting units. Ameren’s reporting units and IP’s reporting unit did not require a second step assessment; the results of the step one tests indicated no impairment of goodwill as of March 31, 2009. However, the estimated fair values of Ameren’s Illinois Regulated reporting unit, Ameren’s Non-rate-regulated Generation reporting unit, and IP’s Illinois Regulated reporting unit exceeded carrying values by a nominal amount as of March 31, 2009. The estimated fair value of Ameren’s Illinois Regulated reporting unit exceeded its carrying value by approximately $210 million, or 5% of its carrying value. The estimated fair value of Ameren’s Non-rate-regulated Generation reporting unit exceeded its carrying value by approximately $35 million, or 1% of its carrying value. The estimated fair value of IP’s Illinois Regulated reporting unit exceeded its carrying value by approximately $100 million, or 4% of its carrying value. As a result, the failure in the future of any reporting unit to achieve forecasted operating results and cash flows or a further decline of observable industry market multiples may reduce its estimated fair value below its carrying value and would likely result in the recognition of a goodwill impairment charge.

Ameren, CILCORP and IP will continue to monitor the actual and forecasted operating results, cash flows, market capitalization, market prices for electricity and observable industry market multiples of their reporting units for signs of possible declines in estimated fair value and potential goodwill impairment. No triggering events were identified in the second quarter of 2009, and therefore, no interim impairment test was performed.

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The following tables detail how goodwill has been assigned to the registrants’ reporting units and changes to the carrying amount of goodwill as of June 30, 2009:

Ameren

	Missouri Regulated		Illinois Regulated			Non-rate-regulated Generation			Total(a)
Balance at December 31, 2008	$	-	$	411		$	420		$	831
Impairment loss recorded in first quarter		-		-			-			-
Balance at June 30, 2009	$	-	$	411		$	420		$	831
(a)    Includes amounts for Ameren registrants and nonregistrant subsidiaries. CILCORP
	Missouri Regulated		Illinois Regulated			Non-rate-regulated Generation			Total
Balance at December 31, 2008	$	-	$	197		$	345		$	542
Impairment loss recorded in first quarter		-		(117	)		(345	)		(462	)
Balance at June 30, 2009	$	-	$	80		$	-		$	80
IP
	Missouri Regulated		Illinois Regulated			Non-rate-regulated Generation			Total
Balance at December 31, 2008	$	-	$	214		$	-		$	214
Impairment loss recorded in first quarter		-		-			-			-
Balance at June 30, 2009	$	-	$	214		$	-		$	214

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the financial statements contained in this Form 10-Q as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors contained in the Form 10-K. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The discussion also provides information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect the financial condition and results of operations of Ameren as a whole. 

OVERVIEW

Ameren Executive Summary

Ameren’s earnings in the second quarter and first half of 2009 were lower compared with its earnings in the second quarter and first half of 2008 by $41 million and $38 million, respectively. Earnings in the second quarter and first half of 2009 were unfavorably impacted by higher net fuel costs, unfavorable unrealized MTM activity on derivatives, the absence in 2009 of a lump-sum payment from a coal supplier received last year as a result of the premature closure of a mine and termination of a contract, and other items. Reducing the impact of these factors in the second quarter and first half of 2009 were new utility service rates in Illinois, effective October 1, 2008, and in Missouri, effective March 1, 2009, as well as lower plant operations and maintenance expenses and warmer weather.

Ameren’s rate-regulated businesses are currently earning well below their allowed rates of return largely as a result of regulatory lag associated with investments in utility infrastructure, as well as higher operating and financing costs and lower customer demand. Last fall, Ameren identified cost control measures in its rate-regulated businesses designed to reduce 2008 and 2009 capital and operating expenditures, as compared to prior plans, and took action to reduce such costs by $350 million to $400 million. Through recent planning efforts, Ameren has identified further possible opportunities to reduce planned capital expenditures and operations and maintenance expenses across its organization. Ameren is evaluating these opportunities, which it believes will lessen the impact of expected future energy cost increases on its customers while strengthening the financial profiles of the rate-regulated utilities. However, costs will not be reduced to a level that would prevent the Ameren Companies from providing safe and reliable service to their customers. In addition to identifying further possible opportunities to control costs, UE, CIPS, CILCO and IP have recently filed rate increase requests totaling over $600 million. The rate requests reflect the need to recover the significant investments made in utility infrastructure to improve reliability, increases in operating costs, higher financing costs and, in Missouri, rising net fuel costs.

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At Ameren’s Non-rate-regulated Generation segment, forward sales in prior years of expected generation is protecting its 2009 earnings from a significant decrease in market prices for power. Further, Non-rate-regulated Generation has hedged a substantial portion of its 2010 and 2011 forecasted generation. However, recent prices for electricity for 2010 and 2011 are lower than the prices being realized in 2009, or that have been locked-in through 2010 and 2011 forward sales. These lower power prices are linked to weak economic conditions, which are reducing the demand for power and other energy commodities. We believe that when the economy recovers, these prices will also rise.

The Non-rate-regulated Generation segment instituted cost control measures last fall to reduce 2008 and 2009 capital and operating expenditures, as compared to prior plans, and took action to reduce such costs by approximately $400 million to $450 million. The Non-rate-regulated Generation segment has now analyzed further its plans for 2010 through 2013 and implemented significant additional planned spending reductions. Approximately $1 billion of capital expenditure reductions have been made from Non-rate-regulated Generation’s previous 2010 to 2013 estimates. These reductions are expected to be achieved by eliminating almost all capital expenditures other than mandatory environmental and maintenance-type projects. While the Non-rate-regulated Generation segment does not expect to realize the efficiencies that may have otherwise resulted from these expenditures, it does not believe such expenditures are cost-justified in the current power market and credit environment. However, as a result of eliminating these capital expenditures, reduced scheduled outage time is expected to more than offset increased unplanned outages. This should improve the net availability of Non-rate-regulated Generation’s core baseload power plants. Non-rate-regulated Generation’s small noncore generating facilities are not currently expected to be sold as was previously being explored. Alternative operating modes for these small plants are being considered to improve their profitability. It is the expectation that actions being taken to address costs in the Non-rate-regulated Generation segment will result in 2010 nonfuel operations and maintenance expenses that are 5% to 10% lower than 2008 levels.

Ameren has identified approximately $2 billion of opportunities to reduce Ameren consolidated planned capital expenditures for 2010 through 2013, as compared to earlier plans. This amount includes approximately $1 billion of planned capital expenditure reductions in the Non-rate-regulated Generation segment for this period, as discussed above. In Ameren’s rate-regulated businesses, approximately $1 billion of potential reductions have been identified. Which projects may be eliminated or deferred is currently being evaluated. Ameren is also reviewing planned operations and maintenance expenditures across the organization, but especially in the Non-rate-regulated Generation business and business support functions. Ameren’s objective is to significantly lower 2010 nonfuel operations and maintenance costs, relative to the 2008 level, in its Non-rate-regulated Generation segment. Planned and potential cost-containment actions include reduced scheduled Non-rate-regulated Generation power plant outages, wage and workforce reductions, and other cost reductions in business support functions.

General

Ameren, headquartered in St. Louis, Missouri, is a public utility holding company under PUHCA 2005 administered by FERC. Ameren’s primary assets are the common stock of its subsidiaries. Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets and liabilities. These subsidiaries operate rate-regulated electric generation, transmission and distribution businesses, rate-regulated natural gas transmission and distribution businesses, and non-rate-regulated electric generation businesses in Missouri and Illinois. Dividends on Ameren’s common stock and the payment of other expenses by the Ameren and CILCORP holding companies are dependent on distributions made to it by its subsidiaries. Ameren’s principal subsidiaries are listed below.

• UE operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas transmission and distribution business in Missouri.

• CIPS operates a rate-regulated electric and natural gas transmission and distribution business in Illinois.

• Genco operates a non-rate-regulated electric generation business in Illinois and Missouri.

• CILCO, a subsidiary of CILCORP (a holding company), operates a rate-regulated electric and natural gas transmission and distribution business and a non-rate-regulated electric generation business (through its subsidiary, AERG) in Illinois.

• IP operates a rate-regulated electric and natural gas transmission and distribution business in Illinois.

In addition to presenting results of operations and earnings amounts in total, we present certain information in cents per share. These amounts reflect factors that directly affect Ameren’s earnings. We believe this per share information helps readers to understand the impact of these factors on Ameren’s earnings per share. All references in this report to earnings per share are based on average diluted common shares outstanding during the applicable period. All tabular dollar amounts are in millions, unless otherwise indicated.

RESULTS OF OPERATIONS

Earnings Summary

Our results of operations and financial position are affected by many factors. Weather, economic conditions, and the actions of key customers or competitors can significantly affect the demand for our services. Our results are also

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affected by seasonal fluctuations: winter heating and summer cooling demands. The vast majority of Ameren’s revenues are subject to state or federal regulation. This regulation has a material impact on the price we charge for our services. Non-rate-regulated Generation sales are also subject to market conditions for power. We principally use coal, nuclear fuel, natural gas, and oil for fuel in our operations. The prices for these commodities can fluctuate significantly due to the global economic and political environment, weather, supply and demand, and many other factors. We have natural gas cost recovery mechanisms for our Illinois and Missouri gas delivery businesses, purchased power cost recovery mechanisms for our Illinois electric delivery businesses and a FAC for our Missouri electric utility business. See Note 2—Rate and Regulatory Matters to our financial statements under Part I, Item 1, for a discussion of pending rate cases in Missouri and Illinois, including UE’s request for approval to implement an environmental cost recovery mechanism and to continue its FAC. Fluctuations in interest rates and conditions in the capital and credit markets affect our cost of borrowing and our pension and postretirement benefits costs. We employ various risk management strategies to reduce our exposure to commodity risk and other risks inherent in our business. The reliability of our power plants and transmission and distribution systems, the level of purchased power costs, operating and administrative costs, and capital investment are key factors that we seek to control to optimize our results of operations, financial position, and liquidity.

Net income attributable to Ameren Corporation decreased to $165 million, or 77 cents per share, in the second quarter of 2009, from $206 million, or 98 cents per share, in the second quarter of 2008. Net income attributable to Ameren Corporation in the second quarter of 2009 increased in the Illinois Regulated segment by $29 million from the prior-year period, while net income attributable to Ameren Corporation in the Missouri Regulated and Non-rate-regulated Generation segments decreased by $40 million and $23 million, respectively, from the same period in 2008.

Net income attributable to Ameren Corporation decreased to $306 million, or $1.43 per share, in the first six months of 2009 from $344 million, or $1.64 per share, in the first six months of 2008. Net income attributable to Ameren Corporation increased in the Illinois Regulated segment by $38 million in the first six months of 2009 compared to the prior-year period, while net income attributable to Ameren Corporation in the Missouri Regulated and Non-rate-regulated Generation segments decreased by $71 million and $8 million, respectively, from the same period in 2008.

Earnings were negatively impacted in the second quarter and first six months of 2009 as compared with the same periods in 2008 by:

• lower electric and gas margins at our rate-regulated businesses, primarily as a result of higher net fuel costs at UE, excluding favorable impacts of rate increases noted below (20 cents per share and 37 cents per share, respectively);

• unfavorable net unrealized MTM activity on derivatives (19 cents per share and 10 cents per share, respectively);

• the absence in 2009 of a settlement agreement reached with a coal mine owner that reimbursed Genco, in the form of a lump-sum payment, for increased costs for coal and transportation incurred in 2008 and expected to be incurred in 2009 due to the premature closure of an Illinois mine at the end of 2007 (18 cents per share and 18 cents per share, respectively);

• higher financing costs (5 cents per share and 9 cents per share, respectively);

• increased depreciation and amortization expense (5 cents per share and 6 cents per share, respectively);

• reduced sales to Noranda due to a severe storm-related outage (3 cents per share and 6 cents per share, respectively);

• the absence in 2009 of storm costs recorded as a regulatory asset as a result of an accounting order issued by the MoPSC (4 cents per share and 4 cents per share, respectively); and

• increased distribution system reliability expenditures (2 cents per share and 3 cents per share, respectively).

Earnings were favorably impacted in the second quarter and first six months of 2009 as compared with the same period in 2008 by:

• higher electric and natural gas delivery service rates, effective October 1, 2008, in the Illinois Regulated segment pursuant to an ICC consolidated rate order for CIPS, CILCO, and IP (14 cents per share and 26 cents per share, respectively);

• higher electric rates, effective March 1, 2009, in the Missouri Regulated segment pursuant to a MoPSC rate order (12 cents per share and 15 cents per share, respectively);

• decreased plant operations and maintenance expense (10 cents per share and 12 cents per share, respectively);

• favorable weather conditions (estimated at 7 cents per share and 4 cents per share, respectively);

• higher electric margins in the Non-rate-regulated Generation segment (5 cents per share and 8 cents per share, respectively); and

• the reduced impact in 2009 of the electric rate relief and customer assistance programs provided to certain Ameren Illinois Utilities electric customers under the Illinois electric settlement agreement (2 cents per share and 3 cents per share, respectively).

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In addition to the above items affecting both periods, earnings were unfavorably impacted in the first six months of 2009, as compared with the first six months of 2008, by the implementation of redesigned gas delivery service rates at the Ameren Illinois Utilities, which impacts quarterly earnings comparison but is not expected to have a material impact on annual margins (4 cents per share).

The cents per share information presented above is based on average shares outstanding in the second quarter and first six months of 2008.

Because it is a holding company, net income attributable to Ameren Corporation and cash flows are primarily generated by its principal subsidiaries: UE, CIPS, Genco, CILCORP and IP. The following table presents the contribution by Ameren’s principal subsidiaries to net income attributable to Ameren Corporation for the three and six months ended June 30, 2009 and 2008:

	Three Months						Six Months
	2009			2008			2009			2008
Net income (loss):
UE	$	82		$	122		$	103		$	185	(a)
CIPS		1			(3	)		7			(1	)
Genco		46			74			93			120
CILCORP		24			4			(408	)(b)		24
IP		13			(10	)		26			(8	)
Other(c)		(1	)		19			485	(b)		24
Net income attributable to Ameren Corporation	$	165		$	206		$	306		$	344

(a) Includes earnings from a non-rate-regulated 40% interest in EEI through February 29, 2008.

(b) Includes goodwill impairment loss of $462 million offset by intercompany elimination in Other as no impairment was recognized at the consolidated Ameren level. See Note 14 - Goodwill Impairment to our financial statements under Part I, Item 1, of this report for additional information.

(c) Includes earnings from EEI, other non-rate-regulated operations, as well as corporate general and administrative expenses, and intercompany eliminations. Includes a 40% interest in EEI prior to February 29, 2008, and an 80% interest in EEI since that date.

Below is a table of income statement components by segment for the three and six months ended June 30, 2009 and 2008:

	Missouri Regulated			Illinois Regulated			Non-rate- regulated Generation			Other / Intersegment Eliminations			Total
Three Months 2009:
Electric margin	$	534		$	223		$	259		$	(7	)	$	1,009
Gas margin		14			72			-			-			86
Other revenues		1			-			-			(1	)		-
Other operations and maintenance		(220	)		(153	)		(84	)		6			(451	)
Depreciation and amortization		(90	)		(54	)		(31	)		(7	)		(182	)
Taxes other than income taxes		(66	)		(25	)		(7	)		1			(97	)
Other income and (expenses)		13			2			-			(5	)		10
Interest expense		(57	)		(40	)		(23	)		(4	)		(124	)
Income taxes		(45	)		(8	)		(39	)		9			(83	)
Net income (loss)		84			17			75			(8	)		168
Noncontrolling interest and preferred dividends		(2	)		(2	)		-			1			(3	)
Net income (loss) attributable to Ameren Corporation		82			15			75			(7	)		165
Three Months 2008:
Electric margin	$	595		$	188		$	322		$	(4	)	$	1,101
Gas margin		17			63			-			(2	)		78
Other operations and maintenance		(238	)		(160	)		(92	)		14			(476	)
Depreciation and amortization		(82	)		(55	)		(27	)		(7	)		(171	)
Taxes other than income taxes		(60	)		(24	)		(6	)		1			(89	)
Other income and (expenses)		13			3			2			(7	)		11
Interest expense		(50	)		(37	)		(29	)		(2	)		(118	)
Income taxes		(71	)		9			(64	)		7			(119	)
Net income (loss)		124			(13	)		106			-			217
Noncontrolling interest and preferred dividends		(2	)		(1	)		(8	)		-			(11	)
Net income (loss) attributable to Ameren Corporation		122			(14	)		98			-			206
Six Months 2009:
Electric margin	$	945		$	416		$	546		$	(10	)	$	1,897
Gas margin		41			183			-			-			224
Other revenues		2			4			-			(6	)		-
Other operations and maintenance		(436	)		(289	)		(162	)		15			(872	)
Depreciation and amortization		(176	)		(107	)		(59	)		(14	)		(356	)

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	Missouri Regulated			Illinois Regulated			Non-rate- regulated Generation			Other / Intersegment Eliminations			Total
Taxes other than income taxes		(128	)		(64	)		(14	)		(1	)		(207	)
Other income and (expenses)		24			3			-			(5	)		22
Interest expense		(110	)		(81	)		(48	)		(3	)		(242	)
Income taxes		(56	)		(22	)		(93	)		18			(153	)
Net income (loss)		106			43			170			(6	)		313
Noncontrolling interest and preferred dividends		(3	)		(3	)		(2	)		1			(7	)
Net income (loss) attributable to Ameren Corporation		103			40			168			(5	)		306
Six Months 2008:
Electric margin	$	1,036		$	366		$	596		$	(17	)	$	1,981
Gas margin		45			188			-			(2	)		231
Other operations and maintenance		(455	)		(307	)		(171	)		28			(905	)
Depreciation and amortization		(163	)		(110	)		(54	)		(13	)		(340	)
Taxes other than income taxes		(120	)		(67	)		(14	)		(1	)		(202	)
Other income and (expenses)		25			7			1			(8	)		25
Interest expense		(91	)		(72	)		(50	)		(5	)		(218	)
Income taxes		(100	)		-			(116	)		10			(206	)
Net income (loss)		177			5			192			(8	)		366
Noncontrolling interest and preferred dividends		(3	)		(3	)		(16	)		-			(22	)
Net income (loss) attributable to Ameren Corporation		174			2			176			(8	)		344

Margins

The following table presents the favorable (unfavorable) variations in the registrants’ electric and gas margins for the three and six months ended June 30, 2009, compared with the same periods in 2008. Electric margins are defined as electric revenues less fuel and purchased power costs. Gas margins are defined as gas revenues less gas purchased for resale. We consider electric, interchange, and gas margins useful measures to analyze the change in profitability of our electric and gas operations between periods. We have included the analysis below as a complement to the financial information we provide in accordance with GAAP. However, these margins may not be a presentation defined under GAAP and may not be comparable to other companies’ presentations or more useful than the GAAP information we provide elsewhere in this report.

Three Months	Ameren(a)			UE			CIPS			Genco			CILCORP			CILCO			IP
Electric revenue change:
Effect of weather (estimate)	$	20		$	17		$	2		$	-		$	-		$	-		$	1
Regulated rates:
Changes in base rates		69			42			5			-			-			-			22
Noranda sales		(14	)		(14	)		-			-			-			-			-
Illinois pass-through power costs		(46	)		-			(6	)		-			(16	)		(16	)		(24	)
Non-rate-regulated Generation sales price changes		30			-			-			39			17			17			-
Off-system revenues		(59	)		(59	)		-			-			-			-			-
Illinois electric settlement agreement, net of reimbursement		3			-			-			2			2			2			-
Net MTM gains		5			(7	)		-			-			-			-			-
Generation output and other		(40	)		10			(7	)		(19	)		12			12			(10	)
Total electric revenue change	$	(32	)	$	(11	)	$	(6	)	$	22		$	15		$	15		$	(11	)
Fuel and purchased power change:
Fuel:
Generation and other	$	(59	)	$	(7	)	$	-		$	(61	)	$	3		$	3		$	-
Reduced net MTM gains		(75	)		(52	)		-			(15	)		(3	)		(3	)		-
Price		(13	)		-			-			(4	)		(1	)		(1	)		-
Purchased power		41			9			8			-			7			7			11
Illinois pass-through power costs		46			-			6			-			16			16			24
Total fuel and purchased power change	$	(60	)	$	(50	)	$	14		$	(80	)	$	22		$	22		$	35
Net change in electric margin	$	(92	)	$	(61	)	$	8		$	(58	)	$	37		$	37		$	24
Gas margin change:
Effect of weather (estimate)	$	(1	)	$	-		$	-		$	-		$	-		$	-		$	(1	)
Gas rate increases		12			-			3			-			(1	)		(1	)		10
Illinois seasonal rate redesign		5			-			1			-			1			1			3
Other		(8	)		(3	)		(1	)		-			(5	)		(5	)		(1	)
Net change in gas margin	$	8		$	(3	)	$	3		$	-		$	(5	)	$	(5	)	$	11

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Six Months	Ameren(a)			UE			CIPS			Genco			CILCORP			CILCO			IP
Electric revenue change:
Effect of weather (estimate)	$	8		$	6		$	1		$	-		$	-		$	-		$	1
Regulated rates:
Changes in base rates		105			53			10			-			(1	)		(1	)		43
Noranda sales		(27	)		(27	)		-			-			-			-			-
Illinois pass-through power costs		(98	)		-			(26	)		-			(33	)		(33	)		(39	)
Non-rate-regulated Generation sales price changes		36			-			-			57			24			24			-
Off-system revenues		(80	)		(80	)		-			-			-			-			-
Illinois electric settlement agreement, net of reimbursement		8			-			1			4			3			3			1
Net MTM gains		28			(9	)		-			-			-			-			-
Generation output and other		(86	)		(16	)		(7	)		(47	)		(2	)		(2	)		(3	)
Total electric revenue change	$	(106	)	$	(73	)	$	(21	)	$	14		$	(9	)	$	(9	)	$	3
Fuel and purchased power change:
Fuel:
Generation and other	$	(27	)	$	(13	)	$	-		$	(37	)	$	10		$	9		$	-
Reduced net MTM gains		(67	)		(34	)		-			(21	)		(4	)		(4	)		-
Price		(25	)		-			-			(10	)		(1	)		(1	)		-
Purchased power		43			29			5			-			21			21			-
Illinois pass-through power costs		98			-			26			-			33			33			39
Total fuel and purchased power change	$	22		$	(18	)	$	31		$	(68	)	$	59		$	58		$	39
Net change in electric margin	$	(84	)	$	(91	)	$	10		$	(54	)	$	50		$	49		$	42
Gas margin change:
Effect of weather (estimate)	$	(5	)	$	-		$	(1	)	$	-		$	(1	)	$	(1	)	$	(3	)
Gas rate increases		25			-			6			-			(5	)		(5	)		24
Illinois seasonal rate redesign		(12	)		-			(3	)		-			(3	)		(3	)		(6	)
Other		(15	)		(4	)		(4	)		-			(4	)		(4	)		(5	)
Net change in gas margin	$	(7	)	$	(4	)	$	(2	)	$	-		$	(13	)	$	(13	)	$	10

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

Ameren

Ameren’s electric margin decreased by $92 million, or 8%, and $84 million, or 4%, for the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008. The following items had an unfavorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• UE’s net fuel expense (defined in the FAC as fuel and purchased power expense, excluding MTM activity, net of off-system sales) increased $47 million and $66 million for the three and six months ended June 30, 2009, respectively, which included a $10 million FAC under-recovery and a $2 million FAC over-recovery for the three and six months ended June 30, 2009. This increase was primarily due to a decrease in off-system sales revenues of $59 million and $80 million, respectively.

• A $59 million and $85 million reduction in net MTM gains at UE on energy and fuel-related transactions for the three and six months ended June 30, 2009, respectively. The impact of these reduced gains was mitigated as UE reversed and deferred as regulatory assets previously recorded net MTM losses on energy and fuel-related transactions of $42 million in the first quarter 2009 when they became probable of recovery because of the FAC. See Note - 6 Derivative Financial Instruments to our financial statements under Part I, Item I, of this report, for additional information.

• A $22 million and $31 million reduction in net MTM gains at the Non-rate-regulated Generation segment on fuel-related transactions for the three and six months ended June 30, 2009, respectively. These unrealized gains primarily related to financial instruments that were acquired to mitigate the risk of rising diesel fuel price adjustments embedded in coal transportation contracts through 2012.

• Higher fuel expense as a result of Genco’s June 2008 settlement agreement with a coal mine owner to receive a lump-sum payment of $60 million for the early termination of a coal supply contract. The settlement agreement compensated Genco, in total, for higher fuel costs it incurred throughout 2008 and is incurring throughout 2009. Because the entire settlement was recorded in the second quarter of 2008 earnings, Ameren’s earnings in the second quarter and first six months of 2009 were comparatively lower than they otherwise would have been.

• Excluding the impact of the 2008 coal mine settlement, Non-rate-regulated Generation segment fuel prices increased by 9% and 6% for the three and six months ended June 30, 2009, respectively.

• Reduced sales by UE to Noranda because of a severe storm-related outage, which lowered electric revenues by $14 million and $27 million for the three and six months ended June 30, 2009, respectively. See Outlook for further information on the Noranda plant outage.

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• Excluding UE’s reduced sales to Noranda, weather-normalized end-use retail sales volumes decreased 3% and 4% for three and six months ended June 30, 2009, respectively, which decreased margin by $3 million and $16 million, respectively, because of the economic slowdown.

• Decreased power plant utilization because of lower demand and system transmission congestion. Ameren’s baseload coal-fired generating plants’ equivalent availability and capacity factors were 84% and 71%, respectively, in 2009 compared with 84% and 76%, respectively, in 2008.

• Reduced Callaway nuclear plant availability due to a 12-day unplanned outage in the first quarter of 2009, which decreased electric margin during the six months ended June 30, 2009, by an estimated $7 million.

The following items had a favorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The effect of rate increases. The UE electric rate increase, effective March 1, 2009, increased electric margin by $42 million and $53 million for the three and six months ended June 30, 2009, respectively. The Ameren Illinois Utilities’ net electric rate increase, effective October 1, 2008, increased electric margin by $27 million and $52 million for the three and six months ended June 30, 2009, respectively.

• The repricing of wholesale and retail electric power supply agreements and financial swaps settling at higher margins at Non-rate-regulated Generation.

• Increased net MTM gains at the Non-rate-regulated Generation segment on energy transactions of $12 million and $37 million for the three and six months ended June 30, 2009, respectively, primarily related to nonqualifying hedges of changes in market prices for electricity.

• An $8 million and $10 million increase in UE’s wholesale sales margin for the three and six months ended June 30, 2009, respectively, because of additional customers and higher-priced sales contracts.

• Increased electric margin of $4 million and $9 million for the three and six months ended June 30, 2009, respectively, related to the recovery of power supply costs incurred by the Ameren Illinois Utilities, including an increase in the Supply Cost Adjustment (SCA) factors as approved in the 2008 ICC electric rate order.

• The reduced impact of the Illinois electric settlement agreement, which increased electric margin by $3 million and $8 million for the three and six months ended June 30, 2009, respectively.

• Favorable weather conditions, as evidenced by a 25% increase in cooling degree-days for both the three and six months ended June 30, 2009, respectively, which increased electric margin by an estimated $20 million and $8 million, respectively.

Ameren’s gas margin increased by $8 million, or 10%, in the second quarter of 2009 compared with the year-ago period. Ameren’s gas margin decreased by $7 million, or 3%, for the six months ended June 30, 2009, compared with the same period in 2008. Natural gas revenues decreased 30% and 19% for the three and six months ended June 30, 2009, respectively, primarily because of lower natural gas costs included in the PGA at UE, CIPS, CILCO and IP compared to the year-ago periods. The following items had an unfavorable impact on gas margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The implementation of redesigned seasonal gas delivery service rates at the Ameren Illinois Utilities, effective October 1, 2008, which decreased gas margin by $12 million for the six months ended June 30, 2009. In the second quarter of 2009, gas margin increased by $5 million as a result of the rate redesign. These redesigned delivery service rates have an impact on quarterly earnings comparisons but are not expected to materially impact annual margin.

• Unfavorable weather conditions, as evidenced by a 7% reduction in heating degree-days, which decreased gas margin by an estimated $5 million for the six months ended June 30, 2009.

• A 13% decrease in weather-normalized sales volumes driven by the economic slowdown, which decreased gas margin by $15 million for the six months ended June 30, 2009.

The following items had a favorable impact on gas margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The Ameren Illinois Utilities’ net gas delivery service rate increase, effective October 1, 2008, which increased gas margin by $12 million and $25 million for the three and six months ended June 30, 2009, respectively.

• Increased transportation revenues, which increased gas margin by $1 million for the six months ended June 30, 2009.

Missouri Regulated (UE)

UE’s electric margin decreased by $61 million, or 10% and, $91 million, or 9%, for the three and six months ended June 30, 2009, respectively, compared with the same period in 2008. The following items had an unfavorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• Net fuel expense (as defined in UE’s FAC) increased $47 million and $66 million for the three and six months ended June 30, 2009, respectively, which included a $10 million FAC under-recovery and a $2 million FAC over-recovery for the three and six months ended June 30, 2009, respectively. This increase was primarily due to a decrease in off-system sales revenues of $59 million and $80 million, respectively.

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• A $59 million and $85 million reduction in net MTM gains on energy and fuel-related transactions for the three and six months ended June 30, 2009, respectively. These reduced gains were partially offset as UE reversed and deferred as regulatory assets previously recorded net MTM losses on energy and fuel-related transactions of $42 million in the first quarter 2009 when they became probable of recovery because of the FAC. See Note 6—Derivative Financial Instruments to our financial statements under Part I, Item I, of this report, for additional information.

• Reduced sales to Noranda due to a severe storm-related outage, which lowered electric revenues by $14 million and $27 million for the three and six months ended June 30, 2009, respectively. See Outlook for further information on the Noranda plant outage.

• Excluding the reduced sales to Noranda, weather-normalized end-use retail sales volumes decreased 3% for the three and six months ended June 30, 2009, respectively, which decreased margin by $5 million and $13 million, respectively, because of the economic slowdown.

• Reduced Callaway nuclear plant availability due to a 12-day unplanned outage in the first quarter of 2009, which decreased electric margin during the six months ended June 30, 2009, by an estimated $7 million.

The following items had a favorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The electric rate increase, effective March 1, 2009, which increased electric margin by $42 million and $53 million for the three and six months ended June 30, 2009, respectively.

• An $8 million and $10 million increase in wholesale sales margin for the three and six months ended June 30, 2009, respectively, because of additional customers and higher-priced sales contracts.

• Favorable weather conditions, as evidenced by a 34% increase in cooling degree-days for both the three and six months ended June 30, 2009, respectively, which increased electric margin by an estimated $17 million and $6 million, respectively.

UE’s gas margin decreased by $3 million, or 18%, and, $4 million, or 9%, for the three and six months ended June 30, 2009, respectively, compared with the same period in 2008, primarily because of a 6% and 9% decrease in weather-normalized sales volumes, respectively.

Illinois Regulated

Illinois Regulated’s electric margin increased by $35 million, or 19%, and $50 million, or 14%, for the three and six months ended June 30, 2009, respectively, compared with the same period in 2008. Illinois Regulated’s gas margin increased by $9 million, or 14%, in the second quarter 2009, compared with the year-ago period. Illinois Regulated’s gas margin decreased by $5 million, or 3%, for the six months ended June 30, 2009, compared with the year-ago period.

CIPS

CIPS’ electric margin increased by $8 million, or 13%, and $10 million, or 9%, for the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008. The following items had a favorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The electric delivery service rate increase, effective October 1, 2008, which increased electric margin by $5 million and $10 million for the three and six months ended June 30, 2009, respectively.

• Increased electric margin of $1 million and $2 million for the three and six months ended June 30, 2009, respectively, related to the recovery of power supply costs incurred, including an increase in the SCA factors as approved in the 2008 ICC electric rate order.

• The reduced impact of the Illinois electric settlement agreement, which increased electric margin by $1 million for the six months ended June 30, 2009.

The following items had an unfavorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• A $2 million and $4 million reduction in net transmission margin in the three and six months ended June 30, 2009, respectively, primarily related to reduced transmission service rates that were based on lower transmission costs in the prior-year periods.

• A 2% decrease in weather-normalized sales volumes driven by the economic slowdown, which decreased electric margin by $1 million for the six months ended June 30, 2009.

CIPS’ gas margin increased by $3 million, or 21%, in the second quarter 2009 compared with the year-ago period. CIPS’ gas margin decreased by $2 million, or 5%, for the six months ended June 30, 2009, compared with the year-ago period. The following items had an unfavorable impact on gas margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The implementation of redesigned seasonal gas delivery service rates, effective October 1, 2008, which decreased gas margin by $3 million for the six months ended June 30, 2009. In the second quarter of 2009, gas margin increased $1 million as a result of the rate redesign. The redesigned delivery service rates have an impact on quarterly earnings comparisons, but are not expected to materially impact annual margin.

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• A 9% decrease in weather-normalized sales volumes driven by the economic slowdown, which decreased gas margin by $3 million for the six months ended June 30, 2009.

• Unfavorable weather conditions, as evidenced by a 9% decrease in heating degree-days, which decreased gas margin by an estimated $1 million for the six months ended June 30, 2009.

These unfavorable variances were reduced by the gas delivery service rate increase, effective October 1, 2008, which increased gas margin by $3 million and $6 million for the three and six months ended June 30, 2009, respectively.

CILCO (Illinois Regulated)

The following table provides a reconciliation of CILCO’s change in electric margin by segment to CILCO’s total change in electric margin for the three and six months ended June 30, 2009, as compared with the same period in 2008:

	Three Months		Six Months
CILCO (Illinois Regulated)	$	3	$	(2	)
CILCO (AERG)		34		51
Total change in electric margin	$	37	$	49

CILCO’s (Illinois Regulated) electric margin increased by $3 million, or 11%, in the second quarter of 2009 compared with the year-ago period. CILCO’s (Illinois Regulated) electric margin decreased by $2 million, or 2%, for the six months ended June 30, 2009, compared with the year-ago period. The following items had an unfavorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• A 12% decrease in weather-normalized sales volumes driven by the economic slowdown, which decreased electric margin by $1 million for the six months ended June 30, 2009. The decreased sales were primarily in the lower margin industrial customer sector.

• A $1 million reduction in transmission margin in the six months ended June 30, 2009, primarily related to reduced transmission service rates that were based on lower transmission costs in the prior-year period.

• The electric delivery service rate decrease, effective October 1, 2008, which decreased electric margin by $1 million for the six months ended June 30, 2009.

These unfavorable variances were reduced by an increase of $1 million and $2 million for the three and six months ended June 30, 2009, respectively, related to the recovery of power supply costs incurred, including an increase in the SCA factors as approved in the 2008 ICC electric rate order.

See Non-rate-regulated Generation below for an explanation of CILCO’s (AERG) change in electric margin for the three and six months ended June 30, 2009, as compared with the same period in 2008.

CILCO’s (Illinois Regulated) gas margin decreased by $5 million, or 26%, and $13 million, or 24%, for the three and six months ended June 30, 2009, respectively, compared with the same period in 2008. The following items had an unfavorable impact on gas margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The implementation of redesigned seasonal gas delivery service rates, effective October 1, 2008, which decreased gas margin by $3 million for the six months ended June 30, 2009. In the second quarter 2009, gas margin increased $1 million as a result of the rate redesign. These redesigned delivery service rates have an impact on quarterly earnings comparisons but are not expected to materially impact annual margin.

• The gas delivery service rate decrease, effective October 1, 2008, which decreased gas margin by $1 million and $5 million for the three and six months ended June 30, 2009, respectively.

• A 19% decrease in weather-normalized sales volumes driven by the economic slowdown, which decreased gas margin by $3 million for the six months ended June 30, 2009.

• Unfavorable weather conditions, as evidenced by a 7% reduction in heating degree-days, which decreased gas margin by an estimated $1 million for the six months ended June 30, 2009.

IP

IP’s electric margin increased by $24 million, or 25%, and $42 million, or 23%, for the three and six months ended June 30, 2009, respectively, compared with the same period in 2008. The following items had a favorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The electric delivery service rate increase, effective October 1, 2008, which increased electric margin by $22 million and $43 million for the three and six months ended June 30, 2009, respectively.

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• Increased electric margin of $2 million and $5 million for the three and six months ended June 30, 2009, respectively, related to the recovery of power supply costs incurred, including an increase in the SCA factors as approved in the 2008 ICC electric rate order.

• The reduced impact of the Illinois electric settlement agreement, which increased electric margin by $1 million for the six months ended June 30, 2009.

The following items had an unfavorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• A $4 million reduction in transmission margin in the six months ended June 30, 2009, primarily related to ongoing MISO settlements and reduced transmission service rates that were based on lower transmission costs in the prior-year period.

• A 5% decrease in weather-normalized sales volumes driven by the economic slowdown, which decreased electric margin by $1 million for the six months ended June 30, 2009. The decreased sales were primarily in the lower margin industrial customer sector.

IP’s gas margin increased by $11 million, or 37%, and $10 million, or 11%, for the three and six months ended June 30, 2009, respectively, compared with the same period in 2008. The increase was primarily due to the gas delivery service rate increase, effective October 1, 2008, which increased gas margin by $10 million and $24 million for the three and six months ended June 30, 2009, respectively.

The following items had an unfavorable impact on gas margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The implementation of redesigned seasonal gas delivery service rates, effective October 1, 2008, which decreased gas margin by $6 million for the six months ended June 30, 2009. In the second quarter 2009, gas margin increased $3 million as a result of the rate redesign. These redesigned delivery service rates have an impact on quarterly earnings comparisons but are not expected to materially impact annual margin.

• An 11% decrease in weather-normalized sales volumes driven by the economic slowdown, which decreased gas margin by $7 million for the six months ended June 30, 2009.

• Unfavorable weather conditions, as evidenced by a 6% decrease in heating degree-days, which decreased gas margin by an estimated $3 million for the six months ended June 30, 2009.

Non-rate-regulated Generation

Non-rate-regulated Generation’s electric margin decreased by $63 million, or 20%, and $50 million, or 8%, for the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008.

Genco

Genco’s electric margin decreased by $58 million, or 28%, and $54 million, or 15%, for the three and six months ended June 30, 2009, respectively, compared with the same period in 2008. The following items had an unfavorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• Higher fuel expense as a result of Genco’s June 2008 settlement agreement with a coal mine owner to receive a lump-sum payment of $60 million for the early termination of a coal supply contract. The settlement agreement compensated Genco, in total, for higher fuel costs it incurred throughout 2008 and is incurring throughout 2009. Because the entire settlement was recorded in the second quarter of 2008 earnings, Genco’s earnings in the second quarter and first six months of 2009 were comparatively lower than they otherwise would have been.

• Excluding the 2008 coal mine settlement, fuel prices increased by 7% and 5% for the three and six months ended June 30, 2009, respectively.

• Decreased power plant utilization. Genco’s baseload coal-fired generating plants’ equivalent availability factor was 87% in 2009 compared with 80% in 2008. However, the average capacity factor was 62% in 2009 compared with 71% in 2008, primarily due to lower prices resulting in fewer opportunities for economic sales and transmission congestion limiting the period when power could be sold.

• Reduced net MTM gains on fuel-related transactions of $15 million and $21 million for the three and six months ended June 30, 2009, respectively. These unrealized gains primarily related to financial instruments that were acquired to mitigate the risk of rising diesel fuel price adjustments embedded in coal transportation contracts through 2012.

• Lower affiliated replacement power insurance recoveries of $6 million for the six months ended June 30, 2009.

The following items had a favorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• Increased revenues allocated to Genco under its power supply agreement (Genco PSA) with Marketing Company. Revenues from the Genco PSA increased

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due to financial swaps settling at higher margins and new higher-priced wholesale and retail electric power supply agreements, partially offset by lower reimbursable expenses in accordance with the Genco PSA.

• Lower emission allowance costs of $2 million and $5 million for the three and six months ended June 30, 2009, respectively due to lower prices and reduced generation.

• The reduced impact of the Illinois electric settlement agreement, which increased electric margin by $2 million and $4 million for the three and six months ended June 30, 2009, respectively.

CILCO (AERG)

AERG’s electric margin increased by $34 million, or 71%, and $51 million, or 51%, for the three and six months ended June 30, 2009, respectively, compared with the same period in 2008. The following items had a favorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• Increased revenues allocated to AERG under its power supply agreement (AERG PSA) with Marketing Company. Revenues from the AERG PSA increased due to financial swaps settling at higher margins and new higher-priced wholesale and retail electric power supply agreements.

• A $2 million and $3 million decrease in oil consumption for the three and six months ended June 30, 2009, respectively, resulting from fewer plant start-ups and lower prices in 2009.

• The reduced impact of the Illinois electric settlement agreement, which increased electric margin by $1 million and $2 million for the three and six months ended June 30, 2009, respectively.

The following items had an unfavorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• Decreased power plant availability due, in part, to a planned plant outage. AERG’s baseload coal-fired generating plants’ equivalent availability and average capacity factors were 68% and 62%, respectively, in 2009, compared with 77% and 70%, respectively, in 2008.

• A $3 million and $4 million reduction in net MTM gains on fuel-related transactions for the three and six months ended June 30, 2009, respectively. These unrealized gains primarily related to financial instruments that were acquired to mitigate the risk of rising diesel fuel price adjustments embedded in coal transportation contracts through 2012.

Other Non-rate-regulated Generation

Electric margin from Ameren’s other Non-rate-regulated Generation operations, primarily from EEI and Marketing Company, decreased by $39 million, or 58%, and $47 million, or 33%, for the three and six months ended June 30, 2009, respectively. The following items had an unfavorable impact on electric margin for the three and six months ended June 30, 2009, as compared to the year-ago periods, unless otherwise noted:

• The impact of the economic slowdown, which lowered power demand and sales prices, decreased revenues by $44 million and $73 million for the three and six months ended June 30, 2009, respectively. The average sales price for power decreased by 33% and 28% for the three and six months ended June 30, 2009, respectively.

• Fuel prices at EEI increased by 27% and 22% for the three and six months ended June 30, 2009, respectively, due to an 88% increase in transportation costs.

• Decreased power plant availability due to plant outages. EEI’s baseload coal-fired generating plant’s equivalent availability and average capacity factors were 82% and 78%, respectively, in 2009, compared with 87% and 86%, respectively, in 2008.

• Reduced net MTM gains on fuel-related transactions of $6 million and $9 million for the three and six months ended June 30, 2009, respectively. These unrealized gains primarily related to financial instruments that were acquired to mitigate the risk of rising diesel fuel price adjustments embedded in coal transportation contracts through 2012.

These unfavorable variances were partially offset by net MTM gains on energy transactions of $13 million and $38 million for the three and six months ended June 30, 2009, respectively. These unrealized gains primarily related to nonqualifying hedges of changes in market prices for electricity.

Operating Expenses and Other Statement of Income Items

Other Operations and Maintenance

Ameren

Three months - Other operations and maintenance expenses decreased $25 million in the second quarter of 2009, compared with the second quarter of 2008, primarily because of reductions in plant maintenance costs of $35 million, lower injuries and damages expenses of $10 million, reduced bad debt expense of $6 million, and favorable unrealized net MTM adjustments, as compared to unfavorable adjustments in the prior year period, resulting from the market value of investments used to support

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Ameren’s deferred compensation plans. Reducing the benefit of these items were increased storm repair expenditures of $10 million in the second quarter of 2009 compared with the same period in 2008. In the second quarter of 2009, a $5 million penalty was incurred for the termination of a heavy forgings contract associated with efforts to build a new nuclear unit at UE’s Callaway nuclear power plant. Also in the second quarter of 2009, $5 million of expense was recognized for the termination of a rail line extension project at a subsidiary of Genco. In the second quarter of 2008, other operations and maintenance expenses were reduced by a MoPSC accounting order, which resulted in UE recording a regulatory asset of $13 million for costs related to 2007 storms that had previously been expensed; no similar item occurred in 2009.

Six months - Other operations and maintenance expenses decreased $33 million in the first six months of 2009, compared with the first six months of 2008, primarily because of reductions in plant maintenance costs of $45 million, lower injuries and damages expenses of $12 million, reduced bad debt expense of $12 million, and favorable unrealized net MTM adjustments, as compared to unfavorable adjustments in the prior year period, resulting from the market value of investments used to support Ameren’s deferred compensation plans. Reducing the benefit of these items were increased storm repair expenditures of $15 million and higher labor costs. Additionally, the penalty incurred for the termination of the heavy forgings contract, the termination of the rail line extension project, and the absence of the MoPSC accounting order in the current-year period, as described above, increased other operations and maintenance expenses.

Variations in other operations and maintenance expenses in Ameren’s, CILCORP’s and CILCO’s business segments and for the Ameren Companies for the three and six months ended June 30, 2009, compared with the same periods in 2008, were as follows:

Missouri Regulated (UE)

UE’s other operations and maintenance expenses decreased $18 million and $19 million in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008, primarily because of reduced plant maintenance costs, lower employee benefit costs and bad debt expense, and favorable unrealized net MTM adjustments, as compared to unfavorable adjustments in the prior year periods, resulting from the market value of investments used to support Ameren’s deferred compensation plans. Reducing the benefit of these items were the penalty incurred for the termination of the heavy forgings contract, higher labor costs, and the absence of an accounting order, as occurred in the prior year, which reduced other operations and maintenance expenses as described above. Additionally, storm repair expenditures were higher in the first six months of 2009 resulting from ice storms at the beginning of the year.

Illinois Regulated

Other operations and maintenance expenses decreased $7 million and $18 million in the Illinois Regulated segment in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008.

CIPS

Three months - Other operations and maintenance expenses increased $7 million in the second quarter of 2009, compared with the second quarter of 2008, primarily because of increased storm repair expenditures.

Six months - Other operations and maintenance expenses were comparable in the first six months of 2009 with the first six months of 2008 as increased storm repair expenditures were mitigated by a reduction in bad debt expense.

CILCO (Illinois Regulated)

Three and six months - Other operations and maintenance expenses increased $19 million and $35 million in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008, primarily because of higher labor and employee benefit costs. These increases were primarily a result of work performed on behalf of CIPS and CILCO as discussed below.

At the beginning of 2009, approximately 570 employees were transferred from Ameren Services to CILCO (Illinois Regulated), which resulted in an increase in other operations and maintenance expenses at CILCO (Illinois Regulated) in the 2009 periods. These CILCO (Illinois Regulated) employees also provide support services to CIPS and IP. CILCO (Illinois Regulated) records reimbursements from CIPS and IP for work performed by its employees on their behalf as Operating Revenues - Support Services on its statement of income, which increased $18 million and $34 million in the three and six months ended June 30, 2009, respectively. Intercompany revenue and expenses associated with these transactions are eliminated in consolidation within the Illinois Regulated segment. See Note 8 - Related Party Transactions to our financial statements under Part I, Item 1, of this report for further information on CILCO support services.

IP

Three and six months - IP’s other operations and maintenance expenses decreased $6 million and $10 million in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008, primarily because of reductions in bad debt expense and distribution system reliability expenditures.

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Non-rate-regulated Generation

Other operations and maintenance expenses decreased $8 million and $9 million in the Non-rate-regulated Generation segment in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008.

Genco

Three and six months - Other operations and maintenance expenses decreased $10 million and $12 million in the second quarter and first six months of 2009, respectively, compared with the same periods in 2008, primarily because of lower plant maintenance costs. Expenses recognized for termination of the rail line extension project, as noted above, mitigated these benefits.

CILCO (AERG), CILCORP (parent company only), and EEI

Three and six months - Other operations and maintenance expenses were comparable in the three and six months ended June 30, 2009 with the same periods in 2008 at CILCO (AERG), CILCORP (parent company only), and EEI.

Goodwill Impairment Loss

In the first quarter of 2009, CILCORP recognized a non-cash goodwill impairment charge of $462 million. See Note 14 - Goodwill Impairment to our financial statements under Part I, Item 1, of this report for additional information.

Depreciation and Amortization

Ameren

Ameren’s depreciation and amortization expenses increased $11 million and $16 million in the three and six months ended June 30, 2009, compared with the same periods in 2008, because of items noted below at the Ameren Companies.

Variations in depreciation and amortization expenses in Ameren’s, CILCORP’s and CILCO’s business segments and for the Ameren Companies for the three and six months ended June 30, 2009, compared with the same periods in 2008, were as follows:

Missouri Regulated (UE)

Depreciation and amortization expenses increased $8 million and $13 million in the three and six months ended June 30, 2009, compared with the same periods in 2008, primarily because of capital additions.

Illinois Regulated

Depreciation and amortization expenses were comparable in the Illinois Regulated segment in the second quarter of 2009 with the same period in 2008. Depreciation and amortization expenses decreased $3 million in the six months ended June 30, 2009, compared with the same period in 2008. As part of the consolidated electric and natural gas rate order issued by the ICC in September 2008, the ICC changed plant asset useful lives, effective October 1, 2008, which resulted in reductions in depreciation expense at CIPS and CILCO (Illinois Regulated) and an increase in depreciation expense at IP. Capital additions partially offset the benefit of the rate order at CIPS and CILCO (Illinois Regulated) and further increased depreciation and amortization expenses at IP. The net effect of the above items was a reduction in depreciation and amortization expenses at CILCO (Illinois Regulated) of $6 million and $12 million and an increase at IP of $5 million and $9 million in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008. Depreciation and amortization expenses at CIPS were comparable between periods.

Non-rate-regulated Generation

Depreciation and amortization expenses increased $4 million and $5 million in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008, in the Non-rate-regulated Generation segment primarily because of capital additions at CILCO (AERG). Depreciation and amortization expenses were comparable at Genco, CILCORP (parent company only), and EEI between periods.

Taxes Other Than Income Taxes

Ameren

Three months - Ameren’s taxes other than income taxes increased $8 million in the second quarter of 2009, compared with the second quarter of 2008, primarily because of higher property taxes and gross receipts taxes.

Six months - Ameren’s taxes other than income taxes at Ameren increased $5 million in the first six months of 2009, compared with the first six months of 2008, primarily because of higher property taxes.

Variations in taxes other than income taxes in Ameren’s, CILCORP’s and CILCO’s business segments and for the Ameren Companies for the three and six months ended June 30, 2009, compared with the same periods in 2008, were as follows:

Missouri Regulated (UE)

Taxes other than income taxes increased $6 million and $8 million at UE in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008, primarily because of higher property taxes and gross receipts taxes.

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Illinois Regulated

Taxes other than income taxes were comparable in the Illinois Regulated segment in the second quarter of 2009 with the same period in 2008. Taxes other than income taxes decreased $3 million in the first six months of 2009, compared with the same period in 2008, primarily because of lower gross receipts taxes at IP. Taxes other than income taxes at CIPS and CILCO (Illinois Regulated) were comparable between periods.

Non-rate-regulated Generation

Taxes other than income taxes were comparable in the three and six months ended June 30, 2009, with the same periods in 2008, in the Non-rate-regulated Generation segment and for Genco, CILCO (AERG), CILCORP (parent company only) and EEI.

Other Income and Expenses

Ameren

Other income and expenses were comparable in the three and six months ended June 30, 2009, with the same periods in 2008.

Variations in other income and expenses in Ameren’s, CILCORP’s and CILCO’s business segments and for the Ameren Companies for the three and six months ended June 30, 2009, compared with the same periods in 2008, were as follows:

Missouri Regulated (UE)

Other income and expenses were comparable in the three and six months ended June 30, 2009, with the same periods in 2008, as increases in allowance for funds used during construction were mitigated by reduced interest income.

Illinois Regulated

Other income and expenses were comparable in the second quarter of 2009 with the same period in 2008. Other income and expenses decreased $4 million in the six months ended June 30, 2009, compared with the same period in 2008, primarily because of lower interest income at IP. Other income taxes and expenses at CIPS and CILCO (Illinois Regulated) were comparable between periods.

Non-rate-regulated Generation

Other income and expenses in the Non-rate-regulated Generation segment and at Genco, CILCO (AERG), CILCORP (parent company only) and EEI were comparable in the three and six months ended June 30, 2009, with the same periods in 2008.

Interest

Ameren

Ameren’s interest expense increased $6 million and $24 million in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008, because of items noted below at the Ameren Companies.

Variations in interest expense in Ameren’s, CILCORP’s and CILCO’s business segments and for the Ameren Companies for the three and six months ended June 30, 2009, compared with the same periods in 2008, were as follows:

Missouri Regulated (UE)

Interest expense increased $7 million and $19 million in the three and six months ended June 30, 2009, respectively, compared with the same periods in 2008. Interest expense increased primarily because of the issuance of senior secured notes of $350 million, $450 million and $250 million in March 2009, June 2008 and April 2008, respectively, with the $350 million issuance carrying a higher interest rate due to the tightening of credit markets towards the end of 2008. Additionally, interest expense increased in the first half of 2009, as compared with the prior-year period, because of favorable income tax settlements in the first quarter of 2008. The maturity of $148 million of first mortgage bonds in May 2008 and refinancing of auction rate environmental improvement revenue bonds in the prior-year periods mitigated the impact of the above items.

Illinois Regulated

Interest expense was comparable in the Illinois Regulated segment in the second quarter of 2009 with the same period in 2008. Interest expense increased $9 million in the Illinois Regulated segment in the first six months of 2009, compared with the same period in 2008.

CIPS

Three and six months - Interest expense was comparable between periods.

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CILCO (Illinois Regulated)

Three and six months - Interest expense increased $3 million and $4 million in the second quarter and first six months of 2009, compared with the same periods in 2008, primarily because of the issuance of senior secured notes of $150 million in December 2008, at a higher-than-historical interest rate due to the tightening of credit markets towards the end of 2008, which replaced lower-rate short-term debt.

IP

Three months - Interest expense was comparable in the first six months of 2009 with the first six months of 2008.

Six months - Interest expense was comparable in the first six months of 2009 with the first six months of 2008. Increased interest expense associated with the issuance of senior secured notes of $400 million and $337 million in October 2008 and April 2008, respectively, was mitigated as the proceeds from the senior secured notes were used to refinance auction-rate pollution control revenue refunding bonds, which bore default rates ranging from 12% to 18%, and to reduce short-term borrowings.

Non-rate-regulated Generation

Interest expense decreased $6 million in the second quarter of 2009, compared with the same period in 2008. Interest expense was comparable in the Non-rate-regulated Generation segment in the first six months of 2009 with the same period in 2008.

Genco

Three months - Interest expense decreased $4 million in the second quarter of 2009, compared with the same period in 2008, primarily because of reduced interest expense associated with uncertain tax positions.

Six months - Interest expense increased $3 million in the six months ended June 30, 2009, compared with the same period in 2008, primarily because of the issuance of $300 million of senior unsecured notes in April 2008, reduced by lower short-term borrowings.

CILCO (AERG), CILCORP (parent company only), and EEI

Three and six months - Interest expense was comparable in the three and six months ended June 30, 2009 with the same periods in 2008 at CILCO (AERG), CILCORP (parent company only), and EEI.

Income Taxes

Ameren

Three and six months - Ameren’s effective tax rate in the second quarter and first six months of 2009 was lower than the effective tax rate for the same periods in the prior year, due to variations discussed below.

Variations in effective tax rates for Ameren’s, CILCORP’s and CILCO’s business segments and for the Ameren Companies for the three and six months ended June 30, 2009, compared with the same periods in 2008, were as follows:

Missouri Regulated (UE)

Three and six months - The effective tax rate for the second quarter and first six months of 2009 was lower than the effective tax rate for the same periods in 2008, primarily because of higher favorable net amortization of property-related regulatory assets and liabilities, along with the impact of investment tax credit amortization and permanent items, on lower pretax book income in the 2009 periods compared with the year-ago periods.

Illinois Regulated

The effective tax rate for the second quarter of 2009 was lower than the effective tax rate for the same period in 2008, while the effective tax rate for the first six months of 2009 was higher than the effective rate for the same period in 2008, because of items detailed below.

CIPS

Three months - The effective tax rate for the second quarter of 2009 was lower than the effective tax rate for the same period in 2008, primarily because of the impact of net amortization of property-related regulatory assets and liabilities, investment tax credit amortization, and permanent items on pretax book income in the second quarter of 2009 as compared to a pretax book loss in the year-ago period.

Six months - The effective tax rate for the first six months of 2009 was higher than the effective tax rate for the same period in 2008, primarily because of the decreased impact of net amortization of property-related regulatory assets and liabilities, investment tax credit amortization, and permanent items on higher pretax book income in the first six months of 2009 compared with the prior year period.

CILCO (Illinois Regulated)

Three months - The effective tax rate for the second quarter of 2009 was lower than the effective tax rate for the

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same period in 2008, primarily because of the impact of permanent items, net amortization of property-related regulatory assets and liabilities, and amortization of investment tax credit on pretax book income during the 2009 period as compared to a pretax book loss in the year-ago period.

Six months - The effective tax rate for the first six months of 2009 was lower than the effective tax rate for the same period in 2008, primarily because of the increased impact of net amortization of property-related regulatory assets and liabilities, investment tax credit amortization, and permanent items on lower pretax book income in the 2009 period compared with the year-ago period.

IP

Three and six months - The effective tax rate for the second quarter and first six months of 2009 was lower than the effective tax rate for the same periods in 2008, primarily because of the impact of permanent items and the net amortization of property-related regulatory assets and liabilities on pretax book income during the 2009 periods as compared to a pretax book loss in the same periods in 2008.

Non-rate-regulated Generation

The effective tax rate for the second quarter and first six months of 2009 was lower than the effective tax rate for the same periods in 2008 in the Non-rate-regulated Generation segment, because of items detailed below.

Genco

Three and six months - The effective tax rate for the second quarter and first six months of 2009 was lower than the effective tax rate for the same periods in 2008, primarily because of the increased impact of production activity deductions during the 2009 periods compared with the year-ago periods.

CILCO (AERG)

Three months - The effective tax rate for the second quarter of 2009 was higher than the effective tax rate for the same period in 2008, primarily because of changes to reserves for uncertain tax positions, offset by the increased impact of production activity deductions when compared to the year-ago period.

Six months - The effective tax rate was comparable between periods.

CILCORP (parent company only)

Three months - The effective tax rate for the second quarter of 2009 was higher than the effective tax rate for the same period in 2008, primarily because of the effect of permanent items on higher consolidated pretax book income in the second quarter of 2009 as compared with the year-ago period.

Six months - The effective tax rate for the first six months of 2009 was lower than the effective tax rate for the same period in 2008, primarily because of the effect of the goodwill impairment loss of $462 million, which was a permanent item, on a pretax book loss. The amount of the goodwill impairment loss that was assigned to CILCORP’s Illinois Regulated and Non-rate-regulated Generation business segments was $117 million and $345 million, respectively. As a result of the impairment loss, the effective tax rates for the first six months of 2009 for CILCORP’s Illinois Regulated and Non-rate-regulated Generation business segments were also lower than the effective tax rates in the same period in 2008.

LIQUIDITY AND CAPITAL RESOURCES

The tariff-based gross margins of Ameren’s rate-regulated utility operating companies (UE, CIPS, CILCO (Illinois Regulated) and IP) continue to be the principal source of cash from operating activities for Ameren and its rate-regulated subsidiaries. A diversified retail customer mix of primarily rate-regulated residential, commercial and industrial classes and a commodity mix of gas and electric service provide a reasonably predictable source of cash flows for Ameren, UE, CIPS, CILCO (Illinois Regulated) and IP. For operating cash flows, Genco and AERG rely on power sales to Marketing Company, which sold power through the September 2006 Illinois power procurement auction, financial contracts that were part of the Illinois electric settlement agreement, the 2008 Illinois RFP process for energy and capacity that was used pursuant to the Illinois electric settlement agreement, and the 2009 RFP process for capacity and energy administered by the IPA. Marketing Company is also selling power through other primarily market-based contracts with wholesale and retail customers. In addition to cash flows from operating activities, the Ameren Companies use available cash, credit facilities, money pool or other short-term borrowings from affiliates to support normal operations and other temporary capital requirements. The use of operating cash flows and short-term borrowings to fund capital expenditures and other investments may periodically result in a working capital deficit, as was the case at June 30, 2009, for Genco, CILCORP, and CILCO. The Ameren Companies may reduce their short-term borrowings with cash from operations or discretionarily with long-term borrowings, or in the case of Ameren subsidiaries, with equity infusions from Ameren. The Ameren Companies expect to incur significant capital expenditures over the next five years as they comply

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with environmental regulations and make significant investments in their electric and gas utility infrastructure to improve overall system reliability. Ameren intends to finance those capital expenditures and investments with a blend of equity and debt so that it maintains a capital structure in its rate-regulated businesses containing approximately 50% to 55% equity. Consequently, we expect to make equity issuances in the future consistent with this objective, as well as to address any unanticipated events, should the need arise. We plan to implement our long-term financing plans for debt, equity or equity-linked securities in order to appropriately finance our operations, meet scheduled debt maturities and maintain financial strength and flexibility.

The global capital and credit markets experienced extreme volatility and disruption in 2008, and continue to experience volatility and disruption in 2009. See Outlook for a discussion of the implications of this volatility and disruption for the Ameren Companies and our plans to address these issues.

The following table presents net cash provided by (used in) operating, investing and financing activities for the six months ended June 30, 2009 and 2008:

	Net Cash Provided By Operating Activities						Net Cash (Used In) Investing Activities									Net Cash Provided By (Used In) Financing Activities
	2009		2008		Variance		2009			2008			Variance			2009			2008			Variance
Ameren(a)	$	908	$	501	$	407	$	(882	)	$	(935	)	$	53		$	133		$	284		$	(151	)
UE		133		115		18		(453	)		(509	)		56			350			209			141
CIPS		125		109		16		(5	)		(2	)		(3	)		(110	)		(133	)		23
Genco		150		92		58		(137	)		(118	)		(19	)		(12	)		26			(38	)
CILCORP		143		129		14		(96	)		(141	)		45			17			25			(8	)
CILCO		145		140		5		(97	)		(139	)		42			16			12			4
IP		261		179		82		(47	)		(79	)		32			(200	)		(73	)		(127	)

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

Cash Flows from Operating Activities

Ameren’s cash from operating activities increased in the first six months of 2009 compared with the first six months of 2008. The increase was primarily due to a $122 million net reduction in collateral posted with suppliers, a decrease in income tax payments, net of refunds, of $107 million, and an $85 million decrease in cash payments related to the December 2005 Taum Sauk incident, net of insurance recoveries. Other factors contributing to the increase in operating cash flow during the first six months of 2009, compared with the same period in 2008, included an $82 million decrease in natural gas inventories because of lower prices, an increase in electric costs over-recovered from Illinois customers under cost recovery mechanisms, and a $20 million increase in customer advances for construction. Reducing the increase in cash flow from operations during the first six months of 2009, compared with the same period in 2008, were lower margins as discussed in Results of Operations, a $16 million increase in interest payments, an increase in annual incentive compensation payments, and a $9 million increase in cash payments for major storm restoration costs. The price of natural gas declined significantly during 2009 compared to an increase during 2008. This price change between the two periods was the principal cause of the net working capital decrease associated with accounts and wages payable. Additionally, Ameren made a $24 million contribution to its pension plan during the first six months of 2009. A similar payment was not made during the first six months of 2008.

UE’s cash from operating activities increased in the first six months of 2009 compared with the first six months of 2008. The increase was primarily due to a $123 million decrease in income tax payments, net of refunds, and an $85 million decrease in cash payments related to the December 2005 Taum Sauk incident, net of insurance recoveries. Other factors contributing to the increase in operating cash flow during the first six months of 2009, compared with the same period in 2008, included a $9 million decrease in natural gas inventories because of lower prices, an increase in gas costs over-recovered from customers under the PGA, and a $6 million net reduction in collateral posted with suppliers. Reducing the increase in cash flow from operations during the first six months of 2009, compared to the same period in 2008, was the collection in 2008 of an $85 million affiliate receivable, lower margins as discussed in Results of Operations, an $11 million increase in interest payments, an $8 million increase in major storm restoration costs, and a $10 million pension plan contribution.

CIPS’ cash from operating activities increased in the first six months of 2009 compared with the first six months of 2008. The increase was primarily a result of more cash collected in 2009 from receivables, because of colder weather in the fourth quarter of 2008, compared with 2007. Other factors contributing to the increase in operating cash flow during the second quarter of 2009, compared with the same period in 2008, included a $13 million decrease in natural gas inventories because of lower prices, an increase in electric costs over-recovered from Illinois customers under cost recovery mechanisms, and higher electric margins as discussed in Results of Operations. Reducing the increase in

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cash flow from operations during the first six months of 2009, compared to the same period in 2008, were a $6 million net increase in collateral posted with suppliers and a $6 million increase in income tax payments, net of refunds.

Genco’s cash from operating activities increased in the first six months of 2009 compared with the first six months of 2008. Factors contributing to the increase included less cash used for fuel purchases as coal inventory was reduced and a $6 million reduction in funding required by the Illinois electric settlement agreement. Other increases in cash flow from operations were due to the timing of cash receipts from Marketing Company. Reducing the increase in cash flow from operations during the first six months of 2009, compared to the same period in 2008, were lower margins as discussed in Results of Operations, an $18 million increase in income tax payments, net of refunds, and a $7 million increase in interest payments.

CILCORP’s and CILCO’s cash from operating activities increased in the first six months of 2009 compared with the first six months of 2008. Factors contributing to the increase included more cash collected in 2009 from receivables, because of colder weather in the fourth quarter of 2008, compared with 2007, a $29 million decrease in natural gas inventories because of lower prices, an increase in electric and gas costs over-recovered from Illinois customers under cost recovery mechanisms, higher electric margins as discussed in Results of Operations, and a $7 million decrease in interest payments for CILCORP and a $4 million decrease for CILCO. Reducing the increase in cash flow from operations during the first six months of 2009 compared to the same period in 2008 were a $31 million increase in income tax payments, net of refunds, for CILCORP and a $34 million increase for CILCO, a $13 million net increase in collateral posted with suppliers, more cash used for the purchase of coal as inventory levels increased at AERG, and an increase in annual incentive compensation payments. On January 1, 2009, approximately 570 Ameren Services employees who provide support services to the Ameren Illinois Utilities were transferred to CILCO. As CILCO employees, they provide services to CIPS and IP as well as to CILCO. The timing of related-party payments for services provided to CIPS and IP resulted in an $8 million temporary reduction of operating cash flow.

IP’s cash from operating activities increased in the first six months of 2009 compared with the first six months of 2008. The increase was primarily a result of more cash collected in 2009 from receivables, because of colder weather in the fourth quarter of 2008, compared with 2007. Other factors contributing to the increase in operating cash flow during the second quarter of 2009, compared with the same period in 2008, included a $31 million decrease in natural gas inventories because of lower prices, an increase in electric and gas costs over-recovered from Illinois customers under cost recovery mechanisms, and higher electric and natural gas margins as discussed in Results of Operations. Reducing the increase in cash flow from operations during the first six months of 2009, compared to the same period in 2008, were a $37 million net increase in collateral posted with suppliers, a $16 million increase in interest payments, and a $9 million increase in income tax payments, net of refunds.

Cash Flows from Investing Activities

Ameren’s cash used for investing activities decreased during the first six months of 2009 compared with the first six months of 2008. The decrease was primarily driven by an $88 million decrease in nuclear fuel expenditures. Partially offsetting this decrease was an increase in net cash used for capital expenditures as a result of increased storm restoration expenditures.

UE’s cash used in investing activities decreased during the second quarter of 2009, compared with the same period in 2008, principally because of an $88 million decrease in nuclear fuel expenditures. Partially offsetting this decrease was a $44 million increase in capital expenditures primarily as a result of increased storm restoration expenditures.

CIPS’ cash used in investing activities during the first six months of 2009 increased compared with the same period in 2008. The $6 million increase in capital expenditures was the result of increased storm restoration expenditures during the 2009 period.

Genco’s cash used in investing activities increased in the first six months of 2009 compared with the same period in 2008, principally because of an $18 million increase in capital expenditures primarily associated with a power plant scrubber project.

CILCORP’s and CILCO’s cash used in investing activities decreased in the first six months of 2009, compared with the same period in 2008, primarily as a result of a $44 million decrease in capital expenditures, because of reduced spending related to a power plant scrubber project at AERG.

IP’s cash used in investing activities decreased in the first six months of 2009, compared with the same period in 2008, principally as a result of a $49 million increase in net money pool advances. Capital expenditures also increased by $18 million in the first six months of 2009 from the year-ago period.

Capital Expenditures

Ameren has identified approximately $2 billion of opportunities to reduce planned capital spending for 2010 through 2013, as compared to earlier plans. Approximately $1 billion of capital expenditure reductions have been made from Non-rate-regulated Generation’s previous estimates for this period.

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In our rate-regulated businesses, approximately $1 billion of potential reductions have been identified. Which projects may be eliminated or deferred is currently being evaluated.

The following table estimates the capital expenditures that will be incurred by the Ameren Companies from 2009 through 2013, including construction expenditures, capitalized interest for our Non-rate-regulated Generation business and allowance for funds used during construction for our rate-regulated utility businesses and estimated expenditures for compliance with environmental standards. Although $2 billion of opportunities have been identified to reduce planned capital spending for 2010 through 2013, the table below only reflects the approximately $1 billion of planned capital expenditures eliminated in our Non-rate-regulated Generation business.

	2009		2010 - 2013				Total
UE	$	835	$	3,335-	$	4,435	$	4,170-	$	5,270
CIPS		90		350-		475		440-		565
Genco		315		515-		675		830-		990
CILCO (Illinois Regulated)		75		250-		340		325-		415
CILCO (AERG)		70		420-		550		490-		620
IP		220		715-		960		935-		1,180
EEI		50		40-		65		90-		115
Other		60		75-		100		135-		160
Ameren(a)	$	1,715	$	5,700-	$	7,600	$	7,415-	$	9,315

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries.

See Note 9 - Commitments and Contingencies to our financial statements under Part I, Item 1, of this report for a discussion of future environmental capital expenditure estimates.

We continually review our generation portfolio and expected power needs. As a result, we could modify our plan for generation capacity, which could include changing the times when certain assets will be added to or removed from our portfolio, the type of generation asset technology that will be employed, and whether capacity or power may be purchased, among other things. Any changes that we may plan to make for future generating needs could result in significant capital expenditures or losses being incurred, which could be material.

Cash Flows from Financing Activities

Ameren’s cash provided by financing activities decreased in the first six months of 2009 compared with the first six months of 2008. During the first quarter of 2009, UE issued $350 million of senior secured notes and used the proceeds to reduce net short-term borrowings. During the second quarter of 2009, Ameren issued $425 million of senior unsecured notes and used the proceeds to repay borrowings under its $300 million term loan agreement and will use the remainder of the proceeds, by way of a capital contribution, loan or otherwise to CILCORP to permit CILCORP to repay its outstanding senior notes due October 15, 2009. Additionally, during the first six months of 2009, Ameren paid $40 million in banking fees associated with the 2009 Multiyear Credit Agreements and the 2009 Illinois Credit Agreement. Comparatively, during the first six months of 2008, Ameren’s subsidiaries issued $1,335 million of senior secured debt and used the proceeds to repurchase, redeem, and fund maturities of $808 million of long-term debt, reduce short-term debt, and fund capital expenditures and other working capital needs at UE, CIPS, Genco, CILCO, and IP. Also benefiting cash flow from financing activities for the six months ended June 30, 2009, compared with the year-ago period, was a $102 million decrease in dividends paid on Ameren common stock resulting from the reduction of the quarterly dividend rate.

UE’s net cash provided by financing activities increased in the first six months of 2009, compared with the same period of the prior year. During the six months ended June 30, 2009, UE issued $350 million of senior secured notes and used the proceeds to reduce short-term debt. Comparatively, during the six months ended June 30, 2008, UE used $699 million in proceeds from the issuance of senior secured notes to reduce short-term debt, redeem outstanding auction rate environmental improvement revenue refunding bonds, and fund the current maturity of first mortgage bonds. Partially offsetting cash provided by financing activities, UE reduced its borrowings under an intercompany borrowing arrangement with Ameren during the six months ended June 30, 2009, compared with borrowings from Ameren during the six months ended June 30, 2008, and had a $9 million increase in debt issuance costs as a result of the banking fees associated with the multiyear credit agreements.

CIPS’ net cash used in financing activities decreased during the six months ended June 30, 2009, compared with the first six months of 2008. This change was a result of CIPS using existing cash to fund a net reduction in short-term debt and money pool borrowings. Additionally, CIPS had a $3 million increase in debt issuance costs as a result of the banking fees associated with the multiyear credit agreements.

Genco had a net use of cash from financing activities during the six months ended June 30, 2009, compared with a net source of cash during the six months ended June 30, 2008. During the 2009 period, Genco had a net $34 million increase in money pool borrowings that were used to fund working capital needs and to fund the current maturity of its intercompany note with CIPS. Debt issuance costs increased as a result of the banking fees associated with the multiyear credit agreements. Additionally, during the first six months of 2009, Genco had no long-term debt issuances and paid no common stock dividends. Comparatively, during the first six months of 2008, Genco issued $300 million of senior unsecured notes, repaid a net $100 million of short-term debt borrowings and paid $84 million of common stock dividends.

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CILCORP’s cash provided by financing activities decreased during the six months ended June 30, 2009, compared with the same period in 2008. During the 2009 period, CILCORP had increased intercompany borrowings that were used to reduce their short-term debt and outstanding money pool borrowings, compared with the 2008 period. An $11 million capital contribution received from Ameren in 2009 resulted in a positive impact on cash flows for the first six months of 2009. Additionally, CILCORP’s debt issuance costs increased $14 million during the six months ended June 30, 2009, compared with the same period in 2008, as a result of banking fees associated with the 2009 Multiyear Credit Agreement and the 2009 Illinois Credit Agreement.

CILCO’s cash provided by financing activities increased during the first six months of 2009 compared with the year-ago period. This change was primarily the result of increased intercompany borrowings with Ameren during the first six months of 2009. Comparatively, the 2008 period contained no such borrowings. CILCO also received an $11 million capital contribution from CILCORP during the 2009 period that positively impacted CILCO’s cash flows. Partially offsetting the increase was a $266 million increase in short term debt repayments, a $100 million increase in net money pool repayments, and a $7 million increase in debt issuance costs as a result of banking fees associated with the multiyear credit agreements.

IP’s net cash used in financing activities increased during the first six months of 2009 compared with the year-ago period. During 2009, IP used existing cash to fund the current maturity of its 7.50% mortgage bonds and to pay $6 million for banking fees associated with the 2009 Illinois Credit Agreement. Partially offsetting the increase was a $58 million capital contribution from Ameren during the first six months of 2009. Comparatively, during the six months ended June 30, 2008, IP’s net cash used in financing activities was the result of the issuance of $337 million of senior secured notes that were issued to redeem all of IP’s outstanding auction-rate pollution control revenue refunding bonds, which had adjusted to higher rates as a result of the collapse of the auction-rate securities market; fund current debt maturities; and fund common stock dividends.

Short-term Borrowings and Liquidity

External short-term borrowings typically consist of drawings under committed bank credit facilities. See Note 3 - Short-term Borrowings and Liquidity to our financial statements under Part I, Item 1, of this report for additional information on credit facilities, short-term borrowing activity, relevant interest rates, and borrowings under Ameren’s utility and non-state-regulated subsidiary money pool arrangements.

The following table presents the various committed bank credit facilities of Ameren and the Ameren Companies, and their availability, as of June 30, 2009:

Credit Facility	Expiration	Amount Committed		Amount Available
Ameren, UE and, Genco:
2009 multiyear revolving(a)(b)	July 2011	$	1,300	$	344	(d)
Ameren, CIPS, CILCO, and IP:
2009 multiyear revolving(c)	June 2011		800		800

(a) The Ameren Companies may access this credit facility through intercompany borrowing arrangements.

(b) Includes the 2009 Multiyear Credit Agreement and the Supplemental Agreement. The Supplemental Agreement will terminate in July 2010 with all commitments and all outstanding amounts being consolidated with those under the 2009 Multiyear Credit Agreement and the combined maximum amount available to all borrowers being $1.0795 billion with the UE and Genco Borrowing Sublimit remaining the same and Ameren’s changing to $1.0795 billion. The combined maximum amount available to each borrower under both of the agreements at June 30, 2009, including for the issuance of letters of credit, was limited as follows: Ameren - $1.15 billion, UE - $500 million, and Genco - - $150 million.

(c) The maximum amount available to each borrower under this facility at June 30, 2009, including for the issuance of letters of credit, was limited as follows: Ameren - $300 million, CIPS - $135 million, CILCO - $150 million, and IP - $350 million.

(d) In addition to amounts drawn on these facilities, the amount available is further reduced by standby letters of credit issued under the facilities. The amount of such letters of credit at June 30, 2009, was $11 million.

On January 21, 2009, Ameren entered into a $20 million term loan agreement due January 20, 2010, which was fully drawn on January 21, 2009. See Note 3 - Short-term Borrowings and Liquidity to our financial statements under Part I, Item I, of this report for additional information.

Since CILCORP and AERG are not borrowers under the 2009 Illinois Credit Agreement, CILCORP and AERG expect to meet their external liquidity needs through borrowings under the Ameren money pool arrangements or other liquidity arrangements.

In addition to committed credit facilities, a further source of liquidity for the Ameren Companies from time to time is available cash and cash equivalents. At June 30, 2009, Ameren (on a consolidated basis), UE, CIPS, Genco, CILCORP (on a consolidated basis), CILCO, and IP had $251 million, $30 million, $10 million, $3 million, $64 million, $64 million, and $64 million, respectively, of cash and cash equivalents.

The issuance of short-term debt securities by Ameren’s utility subsidiaries is subject to approval by FERC under the Federal Power Act. In March 2008, FERC issued an order authorizing the issuance of short-term debt securities subject to the following limits on outstanding balances: UE - $1 billion, CIPS - $250 million, and CILCO - $250 million. The authorization was effective as of April 1, 2008, and terminates on March 31, 2010. IP has unlimited short-term debt authorization from FERC.

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Genco was authorized by FERC in its March 2008 order to have up to $500 million of short-term debt outstanding at any time. AERG and EEI have unlimited short-term debt authorization from FERC.

The issuance of short-term debt securities by Ameren and CILCORP (parent) is not subject to approval by any regulatory body.

The Ameren Companies continually evaluate the adequacy and appropriateness of their liquidity arrangements given changing business conditions. When business conditions warrant, changes may be made to existing credit agreements or other short-term borrowing arrangements.

Long-term Debt and Equity

The following table presents the issuances of common stock and the issuances, redemptions, repurchases and maturities of long-term debt (net of any issuance discounts and including any redemption premiums) for the six months ended June 30, 2009 and 2008, for the Ameren Companies. For additional information related to the terms and uses of these issuances and the sources of funds and terms for the redemptions, see Note 4 - Long-term Debt and Equity Financings to our financial statements under Part I, Item 1, of this report.

	Month Issued, Redeemed, Repurchased or Matured	Six Months
		2009		2008
Issuances
Long-term debt
Ameren:
8.875% Senior unsecured notes due 2014	May	$	423	$	-
UE:
6.00% Senior secured notes due 2018	April		-		250
6.70% Senior secured notes due 2019	June		-		449
8.45% Senior secured notes due 2039	March		349		-
Genco:
7.00% Senior secured notes due 2018	April		-		300
IP:
6.25% Senior secured notes due 2018	April		-		336
Total Ameren long-term debt issuances		$	772	$	1,335
Common stock
Ameren:
DRPlus and 401(k)	Various	$	47	$	75
Total common stock issuances		$	47	$	75
Total Ameren long-term debt and common stock issuances		$	819	$	1,410
Redemptions, Repurchases and Maturities
Long-term debt
UE:
2000 Series B environmental improvement bonds due 2035	April	$	-	$	63
2000 Series A environmental improvement bonds due 2035	May		-		64
2000 Series C environmental improvement bonds due 2035	May		-		60
1991 Series environmental improvement bonds due 2020	May		-		43
6.75% Series first mortgage bonds due 2008	May		-		148
CIPS:
2004 Series pollution control bonds due 2025	April		-		35
CILCO:
2004 Series pollution control bonds due 2039	April		-		19
IP:
Series 2001 Non-AMT bonds due 2028	May		-		112
Series 2001 AMT bonds due 2017	May		-		75
1997 Series A pollution control bonds due 2032	May		-		70
1997 Series B pollution control bonds due 2032	May		-		45
1997 Series C pollution control bonds due 2032	June		-		35
Note payable to IP SPT:
5.65% Series due 2008	Various		-		39
7.50% Series mortgage bond due 2009	June		250		-
Total Ameren long-term debt redemptions, repurchases and maturities		$	250	$	808

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The following table presents information with respect to the Form S-3 shelf registration statements filed and effective for certain Ameren Companies as of June 30, 2009:

	Effective Date	Authorized Amount
Ameren(a)	November 2008	Not Limited
UE(b)	June 2008	Not Limited
CIPS(a)	November 2008	Not Limited
Genco(a)	November 2008	Not Limited
CILCO(a)	November 2008	Not Limited
IP(a)	November 2008	Not Limited

(a) In November 2008, Ameren, as a well-known seasoned issuer, along with CIPS, Genco, CILCO and IP, filed a Form S-3 shelf registration statement registering the issuance of an indeterminate amount of certain types of securities, which expires in November 2011.

(b) In June 2008, UE, as a well-known seasoned issuer, filed a Form S-3 shelf registration statement registering the issuance of an indeterminate amount of certain types of securities, which expires in June 2011.

In July 2008, Ameren filed a Form S-3 registration statement with the SEC authorizing the offering of six million additional shares of its common stock under DRPlus. Shares of common stock sold under DRPlus are, at Ameren’s option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions. Ameren is currently selling newly issued shares of its common stock under DRPlus.

Ameren is also currently selling newly issued shares of its common stock under its 401(k) plan pursuant to an effective SEC Form S-8 registration statement. Under DRPlus and its 401(k) plan, Ameren issued a total of 0.8 million new shares of common stock valued at $19 million and 1.9 million new shares valued at $47 million in the three and six months ended June 30, 2009, respectively.

Ameren, UE, CIPS, Genco, CILCO and IP may sell all or a portion of the securities registered under their effective registration statements if market conditions and capital requirements warrant such a sale. Any offer and sale will be made only by means of a prospectus that meets the requirements of the Securities Act of 1933 and the rules and regulations thereunder.

Indebtedness Provisions and Other Covenants

See Note 3 - Short-term Borrowings and Liquidity under Part I, Item 1, of this report for a discussion of covenants and provisions (and applicable cross-default provisions) contained in the 2009 Multiyear Credit Agreements and the 2009 Illinois Credit Agreement. See Note 4 - Short-term Borrowings and Liquidity and Note 5 - Long-term Debt and Equity Financings in the Form 10-K for a discussion of covenants and provisions contained in the Prior $1.15 Billion Credit Facility, the 2009 $20 million term loan agreement and in certain of the Ameren Companies’ indenture agreements and articles of incorporation.

At June 30, 2009, the Ameren Companies were in compliance with their credit facility, term loan agreement, indenture, and articles of incorporation provisions and covenants.

We consider access to short-term and long-term capital markets a significant source of funding for capital requirements not satisfied by our operating cash flows. Inability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, could negatively affect our ability to maintain and expand our businesses. After assessing our current operating performance, liquidity, and credit ratings (see Credit Ratings below), we believe that we will continue to have access to the capital markets. However, events beyond our control may create uncertainty in the capital markets or make access to the capital markets uncertain or limited. Such events could increase our cost of capital and adversely affect our ability to access the capital markets.

Dividends

Ameren paid to its stockholders common stock dividends totaling $164 million, or 77 cents per share, during the first six months of 2009 (2008 - $266 million or $1.27 per share).

See Note 4 - Long-term Debt and Equity Financings under Part I, Item 1, of this report and Note 4 - Short-term Borrowings and Liquidity and Note 5 - Long-term Debt and Equity Financings in the Form 10-K for a discussion of covenants and provisions contained in certain of the Ameren Companies’ financial agreements and articles of incorporation that would restrict the Ameren Companies’ payment of dividends in certain circumstances. At June 30, 2009, none of these circumstances existed at the Ameren Companies and, as a result, they were allowed to pay dividends.

UE, CIPS, CILCO, IP and Genco as well as other certain nonregistrant Ameren subsidiaries are subject to Section 305(a) of the Federal Power Act, which makes it unlawful for any officer or director of a public utility, as defined in the Federal Power Act, to participate in the making or paying of any dividend from any funds “properly included in capital account.” The meaning of this limitation has never been clarified under the Federal Power Act or FERC regulations; however, FERC has consistently interpreted the provision to allow dividends to be paid as long as (1) the source of the dividends is clearly disclosed, (2) the dividend is not excessive and (3) there is no self-dealing on the part of corporate officials. At a minimum, Ameren believes that dividends can be paid by its subsidiaries that are public utilities from net income and retained earnings. In addition, under Illinois law, CIPS, CILCO and IP may not pay any dividend on their respective stock, unless, among other things, their respective earnings and earned surplus are sufficient to declare and pay a dividend after provision is made for reasonable and proper reserves, or unless CIPS, CILCO or IP has specific authorization from the ICC.

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The following table presents common stock dividends paid by Ameren Corporation and by Ameren’s subsidiaries to their respective parents for the six months ended June 30, 2009 and 2008.

	Six Months
	2009		2008
UE	$	99	$	105
Genco		-		84
IP		-		30
Nonregistrants		65		47
Dividends paid by Ameren	$	164	$	266

Contractual Obligations

For a complete listing of our obligations and commitments, see Contractual Obligations under Part II, Item 7 and Note 15 - Commitments and Contingencies under Part II, Item 8 of the Form 10-K, and Other Obligations in Note 9 - Commitments and Contingencies under Part I, Item 1, of this report. See Note 12 - Retirement Benefits to our financial statements under Part I, Item 1, of this report for information regarding expected minimum funding levels for our pension plan.

Subsequent to December 31, 2008, obligations related to the procurement of coal, natural gas, nuclear fuel, electric capacity, and heavy forgings materially changed at Ameren, UE, CIPS, Genco, CILCORP, CILCO and IP to $6,339 million, $3,345 million, $339 million, $538 million, $1,051 million, $1,051 million and $579 million, respectively. Total other obligations, including the amount of unrecognized tax benefits, at June 30, 2009, for Ameren, UE, CIPS, Genco, CILCORP, CILCO and IP were $670 million, $346 million, $24 million, $39 million, $61 million, $61 million and $127 million, respectively.

As a result of the Illinois electric settlement agreement, the Ameren Illinois Utilities, Genco and AERG agreed to make aggregate contributions of $150 million over a four-year period, with $60 million coming from the Ameren Illinois Utilities (CIPS - $21 million; CILCO - $11 million; IP - $28 million), $62 million from Genco and $28 million from AERG. Ameren, CIPS, CILCO (Illinois Regulated), IP, Genco, and CILCO (AERG) incurred charges to earnings, primarily recorded as a reduction to electric operating revenues, during the quarter ended June 30, 2009, of $6 million, $1 million, less than $1 million, $1 million, $3 million, and $1 million, respectively (quarter ended June 30, 2008 - $11 million, $1 million, $1 million, $2 million, $5 million, and $2 million, respectively) and during the six months ended June 30, 2009, of $12 million, $2 million, $1 million, $2 million, $5 million, and $2 million, respectively (six months ended June 30, 2008 - $22 million, $3 million, $2 million, $4 million, $9 million, and $4 million, respectively) under the terms of the Illinois electric settlement agreement. At June 30, 2009, Ameren, CIPS, CILCO (Illinois Regulated) and IP had receivable balances from nonaffiliated Illinois generators for reimbursement of customer rate relief and program funding of $10 million, $3 million, $2 million and $5 million, respectively. See Note 2 - Rate and Regulatory Matters under Part I, Item 1, of this report for additional information regarding the Illinois electric settlement agreement.

Credit Ratings

The following table presents the principal credit ratings of the Ameren Companies by Moody’s, S&P and Fitch effective on the date of this report:

	Moody’s	S&P		Fitch
Ameren:
Issuer/corporate credit rating	Baa3	BBB	-	BBB	+
Senior unsecured debt	Baa3	BB	+	BBB	+
UE:
Issuer/corporate credit rating	Baa2	BBB	-	BBB	+
Secured debt	A3	BBB		A
CIPS:
Issuer/corporate credit rating	Ba1	BBB	-	BBB	-
Secured debt	Baa2	BBB	+	BBB	+
Senior unsecured debt	Ba1	BBB	-	BBB
Genco:
Issuer/corporate credit rating	-	BBB	-	BBB	+
Senior unsecured debt	Baa3	BBB	-	BBB	+
CILCORP:
Issuer/corporate credit rating	-	BBB	-	BBB	-
Senior unsecured debt	Ba2	BB	+	BBB	-
CILCO:
Issuer/corporate credit rating	Ba1	BBB	-	BBB
Secured debt	Baa2	BBB	+	A	-
IP:
Issuer/corporate credit rating	Ba1	BBB	-	BBB	-
Secured debt	Baa2	BBB		BBB	+

Moody’s Ratings Actions

On January 29, 2009, Moody’s affirmed the ratings of CIPS, CILCORP, CILCO and IP and changed their rating outlooks to stable from positive. According to Moody’s, the change in the rating outlooks of these four companies was based on the near-term expiration of the 2007 and 2006 $500 million credit facilities in January 2010 and related liquidity concerns. Moody’s also on January 29, 2009, affirmed the ratings of Ameren and UE with a stable outlook based on the January 2009 MoPSC electric rate order approving a rate increase and a FAC for UE. See Note 2 - Rate and Regulatory Matters under Part I, Item 1, of this report for a discussion of the rate order issued by the MoPSC in January 2009.

On February 16, 2009, Moody’s affirmed the ratings of Ameren, UE, CIPS, Genco, CILCORP, CILCO, and IP with a stable outlook. The affirmation reflects Moody’s view that Ameren’s announcement to reduce its common stock dividend by 39% is a conservative, prudent, and credit positive action that will conserve cash and support financial coverage metrics. Moody’s stated that the more conservative dividend

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payout should also help facilitate the renewal of Ameren Companies’ credit facilities that expire in 2010. They stated the dividend reduction should continue to reduce reliance on the credit facilities going forward and will likely be viewed favorably by lenders considering renewing or entering into new facilities with Ameren and its subsidiaries, which is important considering currently constrained credit market conditions. According to Moody’s, the stable outlook on Ameren, UE, CIPS, Genco, CILCORP, CILCO, and IP reflects recently constructive rate case outcomes at UE, CIPS, CILCO and IP, including the approval of a FAC at UE; the improving regulatory environments for investor-owned utilities in Illinois and Missouri; and Moody’s expectation that financial and cash flow coverage metrics should remain adequate to maintain current rating levels. In addition, Moody’s noted that the recent dividend reduction is supportive of the stable ratings outlooks and provides Ameren and its subsidiaries additional cushion at current rating levels.

On July 1, 2009, Moody’s stated that the successful execution of new two-year bank credit facilities is supportive of the credit quality of Ameren and its utility subsidiaries. However, Moody’s did not make any changes in Ameren’s or its subsidiaries’ ratings or outlooks as a result of this action.

On August 3, 2009, Moody’s upgraded the majority of senior secured debt ratings of investment-grade regulated utilities by one notch. Senior secured debt ratings at UE were upgraded from Baa1 to A3 and were upgraded at CIPS and IP from Baa3 to Baa2. Moody’s stated the rating action widens the notching between most senior secured debt ratings and senior unsecured debt ratings of investment-grade regulated utilities to two notches from one previously. Moody’s noted the wider notching is based on its analysis of the history of regulated utility defaults, which indicates that regulated utilities have defaulted at a lower rate and experienced lower loss given default rates than nonfinancial, nonutility corporate issuers.

S&P Ratings Actions

On February 25, 2009, S&P stated that it viewed the reduction in Ameren’s common stock dividend as credit supportive. S&P did not make any changes in Ameren’s or its subsidiaries’ credit ratings or outlooks as a result of this action. S&P raised the business profile of UE to “excellent” from “strong” to reflect the January 2009 electric rate order issued by the MoPSC, which S&P viewed as constructive. S&P lowered the business profile of CILCO to “satisfactory” from “strong” reflecting S&P’s concerns regarding large capital expenditures needed to meet environmental compliance standards, while relying on falling market prices, due to the economic recession, for recovery.

Fitch Ratings Actions

On February 17, 2009, Fitch stated that the reduction in Ameren’s common stock dividend and other cost-cutting measures will be favorable to bondholders and credit quality. Fitch did not make any changes in Ameren’s or its subsidiaries’ ratings or outlooks as a result of this action.

On March 9, 2009, Fitch lowered the credit ratings of UE by one notch as follows: issuer rating to BBB+, senior secured debt to A, subordinated debt to BBB+, and preferred stock to BBB+. The rating outlook was changed to stable. Fitch stated that these downgrades were because of deteriorating financial measures over the past several years and the expectation that they will not improve materially without further rate support. They noted the financial deterioration is primarily due to increasing fuel and operating costs and a large capital expenditure program.

On July 31, 2009, Fitch affirmed the credit rating of Genco and changed its rating outlook to negative from stable. Additionally, Fitch affirmed the credit ratings of Ameren with a stable outlook. According to Fitch, the change in the credit rating outlook of Genco was based on the unfavorable outlook for wholesale energy prices and the sensitivity of the company’s largely coal-fired generating fleet to greenhouse gas and other environmental regulations. According to Fitch, the affirmation of Ameren’s credit ratings and stable outlook reflects the significant earnings and cash flow contribution derived from regulated utilities, the beneficial impact of recent rate increases in Illinois and Missouri, the savings generated by the February 2009 dividend reduction, and recent steps taken to maintain liquidity, including the renewal of bank credit facilities.

Collateral Postings

Any adverse change in the Ameren Companies’ credit ratings may reduce access to capital and trigger additional collateral postings and prepayments. Such changes may also increase the cost of borrowing and fuel, power and natural gas supply, among other things, resulting in a negative impact on earnings. Collateral postings and prepayments made with external parties at June 30, 2009, were $123 million, $15 million, $26 million, $26 million, $26 million, and $48 million at Ameren, UE, CIPS, CILCORP, CILCO and IP, respectively. The amount of collateral external counterparties posted with Ameren was $15 million at June 30, 2009. Sub-investment-grade issuer or senior unsecured debt ratings (lower than “BBB-” or “Baa3” from S&P or Moody’s, respectively) at June 30, 2009, could have resulted in Ameren, UE, CIPS, Genco, CILCORP, CILCO or IP being required to post additional collateral or other assurances for certain trade obligations amounting to $386 million, $142 million, $28 million, $46 million, $48 million, $48 million, and $55 million, respectively.

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In addition, changes in commodity prices could trigger additional collateral postings and prepayments. If market prices were 15% higher than June 30, 2009, levels in the next twelve months and 20% higher thereafter through the end of the term of the commodity contracts, then Ameren, UE, CIPS, Genco, CILCORP, CILCO or IP could be required to post additional collateral or other assurances for certain trade obligations up to approximately $133 million, $56 million, $- million, $- million, $6 million, $6 million, and $- million, respectively. If market prices were 15% lower than June 30, 2009 levels in the next twelve months and 20% lower thereafter through the end of the term of the commodity contracts, then Ameren, UE, CIPS, Genco, CILCORP, CILCO or IP could be required to post additional collateral or other assurances for certain trade obligations up to approximately $418 million, $191 million, $28 million, $- million, $92 million, $92 million, and $76 million, respectively.

The cost of borrowing under our credit facilities can increase or decrease depending upon the credit ratings of the borrower. A credit rating is not a recommendation to buy, sell or hold securities. It should be evaluated independently of any other rating. Ratings are subject to revision or withdrawal at any time by the rating organization.

OUTLOOK

Below are some key trends that may affect the Ameren Companies’ financial condition, results of operations, or liquidity in 2009 and beyond.

Economy and Capital and Credit Markets

The global capital and credit markets experienced extreme volatility and disruption in 2008 and the first half of 2009, and we expect those conditions to continue throughout the rest of 2009 and potentially longer. Several factors have driven this situation, including the U.S. and global economic recession and the weakened condition of major financial institutions. These conditions have led governments around the world to establish policies and programs that are designed to strengthen the global financial system, to enhance liquidity, and to restore investor confidence. We believe that these events have several implications for the capital and credit markets, the economy and our industry as a whole, including Ameren. They include the following:

• Access to Capital Markets and Cost of Capital - The extreme disruption in the capital markets has limited the ability of many companies, including the Ameren Companies, to freely access the capital and credit markets to support their operations and to refinance debt. Ameren and Ameren’s regulated utilities have continued to have access to the capital markets at commercially acceptable, but higher, rates as evidenced by Ameren’s, CILCO’s, IP’s, and UE’s sale of debt securities in late 2008 and the first half of 2009. Ameren expects access to the capital markets for its non-rate-regulated subsidiaries to be more difficult and costly. Ameren currently plans to issue up to approximately $250 million of debt at our rate-regulated utilities, and up to approximately $500 million at our non-rate-regulated generation subsidiaries during the remainder of 2009.

• Credit Facilities - At June 30, 2009, Ameren and certain of its subsidiaries successfully reached definitive multiyear credit facility agreements. These facilities cumulatively provide $2.1 billion of credit through July 14, 2010, reducing to $1.8795 billion through June 30, 2011, and with $1.0795 billion through July 14, 2011. The facilities include 24 international, national and regional lenders with no single lender providing more than $146 million of the aggregate commitments. The costs of these credit facilities are significantly higher than the facilities they replaced. The costs to enter into the multiyear credit facility agreements were $40 million in the aggregate (UE - $11 million, CIPS - $3 million, Genco - $4 million, CILCORP - $14 million, CILCO - $7 million, and IP - $7 million). The costs will be amortized over the term of the facilities.

• Economic Conditions - Limited access to capital and credit and higher cost of capital for businesses and consumers are expected to reduce spending and investment, result in job losses, and pressure economic growth. The current weak economic conditions will likely result in continued weaker power and commodity markets, greater risk of defaults by our counterparties, weaker customer sales growth or sales contraction, particularly with respect to industrial sales, higher bad debt expense, higher financing costs, and possible impairment of goodwill and long-lived assets, among other things. Due to a significant decline in Ameren’s market capitalization, the continuing decline in market prices for electricity, and a decrease in observable industry market multiples, CILCORP’s Illinois Regulated and CILCORP’s Non-rate-regulated Generation reporting units recorded a non-cash goodwill impairment charge of $462 million, in the aggregate, in the first quarter of 2009. Ameren’s reporting units and IP’s reporting unit did not require an impairment of goodwill in the first quarter of 2009. However, the estimated fair values of Ameren’s Illinois Regulated reporting unit, Ameren’s Non-rate-regulated Generation reporting unit, and IP’s Illinois Regulated reporting unit exceeded their carrying value by a nominal amount as of March 31, 2009. As a result, the failure in the future of any reporting unit to achieve forecasted operating results and cash flows or a further decline of observable industry market multiples may reduce its estimated fair value below its carrying value and would likely result in the recognition of a goodwill impairment charge. Ameren, CILCORP and IP will continue to monitor the actual and forecasted operating results, cash flows, market capitalization, market prices for electricity

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and observable industry market multiples of their reporting units for signs of possible declines in estimated fair value and potential goodwill impairment. No triggering events were identified in the second quarter of 2009, and therefore, no interim impairment test was performed. We are unable to predict the ultimate impact of the economic recession on our results of operations, financial position, or liquidity.

• Investment Returns - The disruption in the capital markets, coupled with weak global economic conditions, has adversely affected financial markets. As a result, we experienced lower than assumed investment returns in 2008 in our pension and postretirement benefit plans. These lower returns will increase our future pension and postretirement expenses and pension funding levels. Our future expenses and funding levels will be affected by future investment returns and future discount rate levels. Based on Ameren’s assumptions at December 31, 2008, estimated investment performance through June 30, 2009, and reflecting Ameren’s pension funding policy, Ameren expects to make annual contributions of $90 million to $250 million in each of the next five years. During 2009, the actual return on investment of the pension plan assets was lower than the expected investment return while the actual return on investment of postretirement benefit assets exceeded the expected return.

• Operating and Capital Expenditures - The Ameren Companies will continue to make significant levels of investments and incur expenditures for their electric and natural gas utility infrastructure in order to improve overall system reliability, comply with environmental regulations, and improve plant performance. However, due to the significant level of disruption and uncertainties in the capital and credit markets, we have identified approximately $2 billion of opportunities to reduce Ameren consolidated planned capital expenditures for 2010 through 2013, as compared to earlier plans. In our Non-rate-regulated Generation business, we have eliminated approximately $1 billion of planned capital expenditures from our previous estimates for this period. In our rate-regulated businesses, we have identified and are evaluating projects that may be eliminated or deferred to help our customers manage their energy costs and further strengthen our financial profile. We are also reviewing our planned operations and maintenance expenditures across our organization, but especially in our Non-rate-regulated Generation business and business support functions. We are managing power plant outages and labor costs, among other things. Our objective is to significantly lower 2010 nonfuel operations and maintenance costs, relative to the 2008 level, in our Non-rate-regulated Generation business. Our rate-regulated businesses are also evaluating opportunities to reduce 2010 nonfuel operations and maintenance expenses to a level that is currently expected to be consistent with their 2008 levels of nonfuel operations and maintenance expenses. Any expenditure control initiatives will be balanced against a continued long-term commitment to invest in our electric and natural gas infrastructure to provide safe, reliable electric and natural gas delivery services to our customers; to meet federal and state environmental, reliability, and other regulations; and the need to maintain a solid overall liquidity and credit ratings profile to meet our operating, capital and financing needs under challenging capital and credit market conditions.

• Liquidity - At June 30, 2009, Ameren, on a consolidated basis, had available liquidity, in the form of cash on hand and amounts available under its existing credit facilities, of approximately $1.4 billion, which was approximately $230 million higher than the same time last year. We expect our available liquidity to remain at acceptable levels through the end of 2009 as we strategically access the capital markets and execute expenditure control initiatives. However, we are unable to predict whether significant changes in economic conditions, further disruption in the capital and credit markets, or other unforeseen events could materially impact our expectation.

Although we believe that the uncertainty in the capital and credit markets will persist throughout 2009 and potentially longer, we do believe that actions taken by the U.S. government and governments around the world will ultimately help ease the extreme volatility and disruption of these markets. In addition, we believe we will continue to have access to the capital markets on terms commercially acceptable to us. As discussed above, additional financings are expected through 2009, subject to market conditions. Also, in February 2009, Ameren’s board of directors made the decision to reduce the common stock dividend. Specifically, this dividend reduction would be consistent with an annual dividend level that would allow Ameren to retain approximately $215 million of cash annually, which would provide incremental funds to enhance reliability to meet our customers’ expectations; satisfy federal and state environmental requirements; reduce our reliance on dilutive equity and high cost debt financings; and enhance our access to the capital and credit markets. We believe that our expected operating cash flows, capital expenditures, and related financing plans (including accessing our existing credit facilities) will provide the necessary liquidity to meet our operating, investing, and financing needs through the end of 2009, at a minimum. However, there can be no assurance that significant changes in economic conditions, further disruptions in the capital and credit markets, or other unforeseen events will not materially impact our ability to execute our expected operating, capital or financing plans.

Current Capital Expenditure Plans

• Between 2009 and 2018, Ameren expects that certain Ameren Companies will be required to invest between

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$4.0 billion and $5.0 billion to retrofit their coal-fired power plants with pollution control equipment in compliance with emissions-related environmental laws and regulations. Any pollution control investments will result in decreased plant availability during construction and significantly higher ongoing operating expenses. Approximately 50% of this investment is expected to be in our Missouri Regulated operations, and it is therefore expected to be recoverable from ratepayers. The recoverability of amounts expended in Non-rate-regulated Generation operations will depend on whether market prices for power adjust as a result of market conditions reflecting increased environmental costs for generators.

• Future federal and state legislation or regulations that mandate limits on the emission of greenhouse gases would result in significant increases in capital expenditures and operating costs. Excessive costs to comply with future legislation or regulations might force Ameren and other similarly situated electric power generators to close some coal-fired facilities. Investments to control carbon emissions at Ameren’s coal-fired power plants would significantly increase future capital expenditures and operation and maintenance expenses.

• UE continues to evaluate its longer-term needs for new baseload and peaking electric generation capacity. UE’s integrated resource plan filed with the MoPSC in February 2008 included the expectation that new baseload generation capacity would be required in the 2018 to 2020 timeframe. Due to the significant time required to plan, acquire permits for, and build a baseload power plant, UE continues to study future plant alternatives, including energy efficiency programs that could help defer new plant construction. In its pending electric rate case filed in July 2009, UE announced several energy efficiency programs. The goal of these recently announced and future UE efficiency programs is to reduce electric usage by 540 megawatts by 2025, which is the equivalent of a medium-sized coal-fired power plant.

• In July 2008, UE filed an application with the NRC for a combined construction and operating license for a potential new 1,600-megawatt nuclear unit at UE’s existing Callaway County, Missouri nuclear plant site. UE also signed contracts for COLA services. In June 2009, UE requested the NRC suspend the review of the COLA and all activities related to the COLA.

• UE will consider all available and feasible generation options to meet future customer requirements as part of an integrated resource plan that UE is due to file with the MoPSC in 2011.

• As of June 30, 2009, UE had capitalized approximately $65 million as construction work in progress related to the COLA. The incurred costs will remain capitalized while management assesses all options to maximize the value of its investment in this project. However, UE cannot at this time predict which option will ultimately be selected, whether any or all of its investment in this project will be realized or whether there will be a material impact on UE’s and Ameren’s results of operations. If all efforts are permanently abandoned with respect to the future construction of a new nuclear unit in Missouri, it is possible that a charge to earnings could be recognized in a future period.

• UE intends to submit a license extension application with the NRC to extend its existing Callaway nuclear plant’s operating license by 20 years so that the operating license will expire in 2044. UE cannot predict whether or when the NRC will approve the license extension.

• Over the next few years, we expect to make significant investments in our electric and natural gas infrastructure and to incur increased operations and maintenance expenses to improve overall system reliability. We are projecting higher labor and material costs for these capital expenditures. We expect these costs or investments at our rate-regulated businesses to be ultimately recovered in rates, although regulatory lag could materially impact our cash flows and related financing needs.

• Increased investments for environmental compliance, reliability improvement, and new baseload capacity will result in higher depreciation and financing costs.

Revenues

• The earnings of UE, CIPS, CILCO and IP are largely determined by the regulation of their rates by state agencies. Rising costs, including labor, material, depreciation and financing costs, coupled with increased capital and operations and maintenance expenditures targeted at enhanced distribution system reliability and environmental compliance, are expected. Ameren, UE, CIPS, CILCO and IP anticipate regulatory lag until requests to increase rates to continue to recover such costs on a timely basis are granted by state regulators. Ameren, UE, CIPS, CILCO and IP expect more frequent rate cases will be necessary in the future. UE has agreed not to file a natural gas delivery rate case before March 15, 2010.

• In current and future rate cases, UE, CIPS, CILCO and IP will continue to seek cost recovery and tracking mechanisms from their state regulators to reduce regulatory lag.

• In July 2009, a new law became effective in Illinois that allows electric and gas utilities to recover through a rate adjustment the difference between its actual bad debt expense and the bad debt expense included in the utility’s rates. The legislation provides utilities the ability to adjust their rates annually through a rate adjustment mechanism beginning with 2008 and prospectively. During 2008, the Ameren

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Illinois Utilities under collected approximately $25 million (CIPS - $5 million, CILCO - $4 million, and IP - $16 million). The Ameren Illinois Utilities plan to file with the ICC in August 2009 electric and gas rate adjustment clause tariffs to recover bad debt expense not recovered in 2008 and to adjust rates to recover the differential thereafter. The ICC has up to 180 days from the date of filing to approve of the rate adjustment clause tariffs, or approve as modified, the filed tariff. Upon ICC approval, the Ameren Illinois Utilities will be required to make a one-time donation of $10 million (CIPS - $3 million, CILCO - $2 million, and IP - $5 million) to customer assistance programs.

• CIPS, CILCO, and IP filed requests with the ICC in June 2009 to increase their annual revenues for electric and natural gas delivery services. In supplemental testimony filed with the ICC in July 2009, CIPS, CILCO, and IP requested to increase their annual revenues for electric delivery service by $176 million in the aggregate (CIPS - $50 million, CILCO - $28 million, and IP - $98 million). The electric rate increase requests are based on an 11.75% to 12.25% return on equity, a capital structure composed of 44% to 49% equity, an aggregate rate base for the Ameren Illinois Utilities of $2.4 billion and a test year ended December 31, 2008, with certain known and measurable adjustments through May 2010. Also in supplemental testimony filed with the ICC in July 2009, CIPS, CILCO, and IP requested to increase their annual revenues for natural gas delivery service by $43 million in the aggregate (CIPS - $11 million, CILCO - $9 million, and IP - $23 million). The natural gas rate increase requests are based on an 11.25% to 11.6% return on equity, a capital structure composed of 44% to 49% equity, an aggregate rate base for the Ameren Illinois Utilities of $1.0 billion, and a test year ended December 31, 2008, with certain known and measurable adjustments through May 2010. The ICC proceedings relating to the proposed electric and natural gas delivery service rate changes will take place over a period of up to 11 months, and decisions by the ICC in such proceedings are required by May 2010.

• The ICC issued a consolidated order in September 2008 approving a net increase in annual revenues for electric delivery service of $123 million in the aggregate (CIPS - $22 million increase, CILCO - $3 million decrease and IP - $104 million increase) and a net increase in annual revenues for natural gas delivery service of $38 million in the aggregate (CIPS - $7 million increase, CILCO - $9 million decrease, and IP - $40 million increase). These rate changes were effective on October 1, 2008. Because of the Ameren Illinois Utilities’ pledge to keep the overall residential electric bill increase resulting from these rate changes during the first year to less than 10% for each utility, IP will not recover approximately $10 million in revenue in the first year the electric delivery service rates are in effect. Beginning in November 2009, IP’s residential electric delivery service rates will be adjusted to recover the full increase. In addition, the ICC changed the depreciable lives used in calculating depreciation expense for the Ameren Illinois Utilities’ electric and natural gas rates. As a result, annual depreciation expense for the Ameren Illinois Utilities will be reduced for financial reporting purposes by a net $13 million in the aggregate (CIPS - $4 million reduction, CILCO - $26 million reduction, and IP - $17 million increase).

• In the ICC consolidated electric and natural gas rate order issued in September 2008, the ICC order approved an increase in the percentage of costs to be recovered through fixed non-volumetric residential and commercial natural gas customer charges to 80% from 53%. This increase will impact 2009 quarterly results of operations and cash flows but is not expected to have any impact on annual margins. The ICC also approved an increase in the SCA factors for the Ameren Illinois Utilities. The SCA is a charge applied only to the bills of customers who take their power supply from the Ameren Illinois Utilities. The change in the SCA factors is expected to result in increased electric revenues of $9.5 million per year in the aggregate (CIPS - $2.6 million, CILCO - $1.6 million, and IP - $5.3 million) covering the increased cost of administering the Ameren Illinois Utilities’ power supply responsibilities.

• UE filed a request with the MoPSC in July 2009 to increase its annual revenues for electric service by $402 million. Included in this increase is approximately $227 million of anticipated increases in normalized net fuel costs in excess of the net fuel costs included in base rates previously authorized by the MoPSC in its January 2009 electric rate order which, absent initiation of this general rate proceeding, would have been eligible for recovery through UE’s existing FAC. The electric rate increase is based on an 11.5% return on equity, a capital structure composed of 47.4% equity, a rate base for UE of $6.0 billion, and a test year ended March 31, 2009, with certain pro-forma adjustments through the anticipated true-up date of February 28, 2010. UE’s filing includes a request for interim rate relief which, if approved, would place into effect approximately $37 million of the requested increase on October 1, 2009, subject to refund with interest based on the final outcome of the rate proceeding. The amount of this interim increase request reflects the increased revenue requirement associated with the rate base additions made by UE between October 2008 and May 2009. The MoPSC proceeding relating to the proposed electric service rate changes will take place over a period of up to 11 months, and a decision by the MoPSC in such proceeding is required by the end of June 2010.

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• As part of its filing, UE also requested the MoPSC to approve the implementation of an environmental cost recovery mechanism and the continued use of the FAC that the MoPSC previously authorized in its January 2009 electric rate order. The environmental cost recovery mechanism, if approved, would allow UE to periodically adjust electric rates outside of general rate proceedings to reflect changes in its prudently incurred costs to comply with federal, state or local environmental laws, regulations or rules greater than or less than the amount set in base rates. Rate adjustments pursuant to this cost recovery mechanism would not be permitted to exceed an annual amount equal to 2.5% of UE’s gross jurisdictional electric revenues and would be subject to prudency reviews of the MoPSC.

• The MoPSC issued an electric rate order in January 2009 approving an increase in annual electric revenues of approximately $162 million. New rates were effective March 1, 2009. In addition, pursuant to the accounting order issued by the MoPSC in April 2008, the rate order concluded that the $25 million of operations and maintenance expenses incurred as a result of a severe ice storm in January 2007 should be amortized and recovered over a five-year period starting March 1, 2009. The MoPSC also allowed recovery of $12 million of costs associated with a March 2007 FERC order that resettled costs among MISO market participants. UE recorded a regulatory asset for these costs at December 31, 2008, which will be amortized and recovered over a two-year period beginning March 1, 2009.

• In the MoPSC electric rate order issued in January 2009, the MoPSC approved UE’s implementation of a FAC and a vegetation management and infrastructure inspection cost tracking mechanism. The FAC allows an adjustment of electric rates three times per year for a pass-through to customers of 95% of changes in fuel and purchased power costs, net of off-system revenues, including MISO costs and revenues, above or below the amount set in base rates, subject to MoPSC prudency review. The vegetation management and infrastructure inspection cost tracking mechanism provides for the tracking of expenditures that are greater or less than amounts provided for in UE’s annual revenues for electric service in a particular year, subject to a 10% limitation on increases in any one year. The tracked amounts may be reflected in rates set in future rate cases.

• UE provides power to Noranda’s smelter plant in New Madrid, Missouri, which has historically used approximately four million megawatthours of power annually, making Noranda UE’s single largest customer. As a result of a major winter ice storm in January 2009, Noranda’s smelter plant experienced a power outage related to non-UE lines delivering power to the substation serving the plant. Noranda stated in its Annual Report on Form 10-K for the year ended December 31, 2008, that the outage affected approximately 75% of the smelter plant’s capacity. In an August 4, 2009 press release, Noranda stated that its smelter plant operated above 55% of its capacity throughout the second quarter of 2009. In a presentation provided to the MoPSC in July 2009, Noranda management indicated full restart timing will depend on market conditions, among other things. To the extent UE’s sales to Noranda are reduced, UE’s margins may be reduced. UE estimates its electric margin from sales to Noranda was $10 million and $20 million lower during the second quarter and first six months, respectively, of 2009, compared with the same periods in 2008, as a result of the outage. UE’s July 2009 electric rate case filing with the MoPSC seeks approval to revise the tariff under which it serves Noranda to prospectively address the significant lost revenues UE can incur due to Noranda’s operational issues at its smelter plant, like the revenue losses resulting from the January 2009 storm-related power outage. The tariff change that UE is proposing would permit it to collect from Noranda the revenue authorized by the MoPSC in this rate case regardless of the level at which the Noranda plant is operating at prospectively. If the plant is operating at levels less than the levels assumed in rates, Noranda would receive a credit reflecting any revenues received by UE from energy sales resulting from the decrease in actual energy sales to Noranda. The result would be that UE is able to recover its costs without impacting other customers regardless of Noranda’s actual energy use.

• The Illinois electric settlement agreement reached in 2007 provides approximately $1 billion over a four-year period that began in 2007 to fund rate relief for certain electric customers in Illinois, including approximately $488 million to customers of the Ameren Illinois Utilities. Funding for the settlement is coming from electric generators in Illinois and certain Illinois electric utilities. The Ameren Illinois Utilities, Genco, and AERG agreed to fund an aggregate of $150 million, of which the following contributions remained to be made at June 30, 2009:

	Ameren		CIPS		CILCO (Illinois       Regulated)		IP		Genco		CILCO       (AERG)
2009(a)	$	14.4	$	2.1	$	1.0	$	2.8	$	5.9	$	2.6
2010(a)		1.9		0.3		0.1		0.4		0.8		0.3
Total	$	16.3	$	2.4	$	1.1	$	3.2	$	6.7	$	2.9

(a) Estimated.

• As part of the Illinois electric settlement agreement, the Ameren Illinois Utilities entered into financial contracts with Marketing Company (for the benefit of Genco and AERG), to lock in energy prices for 400 to 1,000 megawatts annually of their round-the-clock power requirements during the period June 1, 2008 to December 31, 2012, at then-relevant market prices. These financial contracts do not include capacity, are not load-following products and do not involve the physical delivery of energy. Under the terms of the Illinois electric settlement agreement, these financial contracts are deemed prudent, and the Ameren Illinois Utilities are permitted full recovery of their costs in rates.

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• In addition, the Illinois electric settlement agreement would allow the Ameren Illinois Utilities to lease or invest in generation facilities, subject to ICC approval.

• Volatile power prices in the Midwest can affect the amount of revenues Ameren, Genco, CILCO (through AERG) and EEI generate by marketing power into the wholesale and spot markets and can influence the cost of power purchased in the spot markets. Spot power prices in the MISO were lower during the second quarter and during the first six months of 2009 compared with the same periods in 2008, and are expected to remain lower compared to 2008 for the remainder of the year.

• The availability and performance of Genco’s, AERG’s and EEI’s electric generation fleet can materially impact their revenues. The Non-rate-regulated Generation segment expects to generate 28 million megawatthours of power from its coal-fired plants in 2009 (Genco - 14 million, AERG - 7 million, EEI - 7 million) based on expected power prices in 2009. Should power prices rise more than expected in 2009, the Non-rate-regulated Generation segment has the capacity and availability to sell more generation.

• With few scheduled outages in 2010 and 2011, the Non-rate-regulated Generation segment expects to have available generation of 35 million megawatthours in each year. However, the Non-rate-regulated Generation segment’s actual generation levels in 2010 and 2011 will be significantly impacted by market prices for power in those years, among other things.

• The marketing strategy for the Non-rate-regulated Generation segment is to optimize generation output in a low risk manner to minimize volatility of earnings and cash flow, while seeking to capitalize on its low-cost generation fleet to provide solid, sustainable returns. To accomplish this strategy, the Non-rate-regulated Generation segment has established hedge targets for near-term years. Through a mix of physical and financial sales contracts, Marketing Company targets to hedge Non-rate-regulated Generation’s expected output by 80% to 90% for the following year, 50% to 70% for two years out, and 30% to 50% for three years out. As of August 6, 2009, Marketing Company had sold 100% of Non-rate-regulated Generation’s expected 2009 generation, at an average price of $54 per megawatthour. For 2010, Marketing Company has hedged approximately 23 million megawatthours of Non-rate-regulated Generation’s forecasted generation sales at an average price of $48 per megawatthour. For 2011, Marketing Company has hedged approximately 15 million megawatthours of Non-rate-regulated Generation’s forecasted generation sales at an average price of $51 per megawatthour. Additionally, Marketing Company has entered into capacity-only sales contracts for 2010 and 2011 resulting in expected capacity-only revenues related to these contracts of $60 million in 2010 and $45 million in 2011.

• The development of ancillary services and capacity markets in MISO could increase the electric margins of Genco, AERG and EEI. Ancillary services are services necessary to support the transmission of energy from generation resources to loads while maintaining reliable operation of the transmission provider’s system. A capacity requirement obligates a load serving entity to acquire capacity sufficient to meet its obligations.

• MISO’s regional wholesale ancillary services market began in January 2009. MISO continues to refine its treatment of capacity supply and obligations, but development of a true capacity market could still be several years away.

• Future energy efficiency programs developed by UE, CIPS, CILCO and IP and others could result in reduced demand for our electric generation and our electric and natural gas transmission and distribution services.

• In July 2009, the weather conditions in the Midwest market and in Ameren’s electric utility companies’ service territories were unseasonably mild. Cooling degree-days in Ameren’s service territories during July 2009 were 30% lower than normal July weather conditions. This mild weather will have an unfavorable impact on the Ameren Companies’ results of operations.

Fuel and Purchased Power

• In 2008, 85% of Ameren’s electric generation (UE - 77%, Genco - 99%, AERG - 99%, EEI - 100%) was supplied by coal-fired power plants. About 96% of the coal used by these plants (UE - 97%, Genco - 98%, AERG - 77%, EEI - 100%) was delivered by rail from the Powder River Basin in Wyoming. In the past, deliveries from the Powder River Basin have been restricted because of rail maintenance, weather, and derailments. As of June 30, 2009, coal inventories for UE, Genco, AERG and EEI were at targeted levels. Disruptions in coal deliveries could cause UE, Genco, AERG and EEI to pursue a strategy that could include reducing sales of power during low-margin periods, buying higher-cost fuels to generate required electricity, and purchasing power from other sources.

• Genco is incurring incremental fuel costs in 2009 to replace coal from an Illinois mine that was prematurely closed by its owner at the end of 2007. A settlement agreement reached with the coal mine owner in June 2008 fully reimbursed Genco, in the form of a lump-sum payment of $60 million, for increased costs for coal and transportation that it incurred in 2008 ($33 million) and expects to incur in 2009 ($27 million). The entire settlement was recorded in 2008 earnings, so Ameren’s and Genco’s earnings in 2009 will be lower than they otherwise would have been.

• The annual NO_x trading program under the federal Clean Air Interstate Rule was reinstated by the U.S. Court of Appeals for the District of Columbia in December 2008. At this time, Genco believes it has sufficient NO_x allowances to meet 2009 obligations under the annual NO_x trading program. AERG may not have sufficient NO_x allowances to meet forecasted 2009 obligations under the annual NO_x trading program. The costs of these allowances would depend on market prices at the time these allowances are purchased. AERG currently estimates that it could incur additional fuel expense during the second half of 2009 of $0.5 million to purchase additional NO_x allowances to comply with the program.

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• Ameren’s fuel costs (including transportation) are expected to increase in 2009 and beyond. As of June 30, 2009, Non-rate-regulated Generation’s baseload hedged fuel costs, which include coal, transportation, diesel fuel surcharges, and other charges, were increasing from an average cost of approximately $20.50 per megawatthour in 2009 to approximately $23.50 per megawatthour in 2010 and $26 per megawatthour in 2011. See Item 3 - Quantitative and Qualitative Disclosures About Market Risk of this report for additional information about the percentage of fuel and transportation requirements that are price-hedged for 2009 through 2013.

Other Costs

• In December 2005, there was a breach of the upper reservoir at UE’s Taum Sauk pumped-storage hydroelectric facility. This resulted in significant flooding in the local area, which damaged a state park. UE settled with the FERC and the state of Missouri all issues associated with the December 2005 Taum Sauk incident. UE has property and liability insurance coverage for the Taum Sauk incident, subject to certain limits and deductibles. Insurance does not cover lost electric margins and penalties paid to FERC. UE received approval from FERC to rebuild the upper reservoir at its Taum Sauk plant and is in the process of rebuilding the facility. UE expects the Taum Sauk plant to be out of service through early 2010. The estimated cost to rebuild the upper reservoir is in the range of $480 million. Under UE’s insurance policies, all claims by or against UE are subject to review by its insurance carriers. In July 2009, three insurance carriers filed a petition against Ameren in the Circuit Court of St. Louis County, Missouri, seeking a declaratory judgment that the property insurance policy does not require these three insurers to indemnify Ameren for their share of the entire cost of construction associated with the facility rebuild design being utilized. We are unable to predict the timing or outcome of this litigation, or its possible effect on UE’s results of operations, financial position or liquidity. Despite this litigation, discussions to settle claims under the property policy are ongoing with these insurance carriers and other insurance carriers not parties to the litigation. Until the insurance review is completed and the litigation is resolved, among other things, we are unable to determine the total impact the breach may have on Ameren’s and UE’s results of operations, financial position, or liquidity beyond those amounts already recognized. At this time, UE believes that substantially all damages and liabilities caused by the breach, including costs related to the settlement agreement with the state of Missouri, the cost of rebuilding the facility, and the cost of replacement power (up to $8 million annually), will be recovered through insurance. Any amounts not recovered through insurance could result in charges to earnings, which could be material. See Note 9 - Commitments and Contingencies to our financial statements under Part I, Item 1, of this report for further discussion of Taum Sauk matters.

• UE’s Callaway nuclear plant had a 28-day scheduled refueling and maintenance outage during the fourth quarter of 2008. UE’s Callaway nuclear plant’s next scheduled refueling and maintenance outage is in the spring of 2010. During a scheduled outage, which occurs every 18 months, maintenance and purchased power costs increase, and the amount of excess power available for sale decreases, versus non-outage years.

• On February 20, 2009, the Illinois Supreme Court handed down its decision in Exelon Corporation v. The Department of Revenue, which concluded that an electric utility in Illinois qualifies for the Illinois investment tax credit. In July 2009, the Illinois Supreme Court denied a petition for rehearing filed by the Illinois Department of Revenue and modified its decision to make it prospective only. The Ameren Companies do not expect the decision to have a material impact on their results of operations, financial position or liquidity.

• Over the next few years, we expect rising employee benefit costs, as well as higher insurance premiums as a result of insurance market conditions and loss experience, among other things.

• In July 2009, Non-rate-regulated Generation announced staff reductions. Non-rate-regulated Generation estimates approximately $2 million of severance and related costs will be incurred during 2009 related to displaced employees. The majority of the 42 eliminated positions will be effective in early September, with a smaller group expected to be effective in March 2010. Ameren’s Non-rate-regulated Generation segment continues to evaluate opportunities to further reduce cost as are the other Ameren segments.

Other

• A ballot initiative passed by Missouri voters in November 2008 created a renewable energy portfolio standard. UE and other Missouri investor-owned utilities will be required to purchase or generate electricity from renewable energy sources equaling at least 2% of native load sales by 2011, with that percentage increasing in subsequent years to at least 15% by 2021, subject to a 1% limit on customer rate impacts. At least 2% of each portfolio standard must be derived from solar energy. Compliance with the renewable energy portfolio standard can be achieved through the procurement of renewable energy or renewable energy credits. Rules implementing the renewable energy portfolio standard are expected to be issued by the MoPSC in 2009. UE expects that any related costs or investments would ultimately be recovered in rates.

• Resources Company, as part of an internal reorganization, is evaluating the transfer of its 80% stock ownership interest in EEI to Genco, through a capital contribution, that could take place later this year.

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• Ameren and Genco are currently considering strategic alternatives for some of Genco’s smaller non-rate-regulated generating units.

• UE and the Ameren Illinois Utilities have applied for three grants under DOE’s Smart Grid Investment Program. The grants would partially offset, as much as a half of the estimated capital costs of $230 million, ($140 million for UE and $90 million for the Ameren Illinois Utilities), to install smart grid technology on portions of the companies’ electric distribution systems. The filing of those applications does not mean a decision has been made to construct those assets. If UE and/or the Ameren Illinois Utilities are awarded grants, they will seek authority for rate recovery from customers for any portion of the construction costs not provided for under the grants. UE and the Ameren Illinois Utilities are expected to be notified by the DOE in the fourth quarter of 2009 if they have been awarded grants.

The above items could have a material impact on our results of operations, financial position, or liquidity. Additionally, in the ordinary course of business, we evaluate strategies to enhance our results of operations, financial position, or liquidity. These strategies may include acquisitions, divestitures, opportunities to reduce costs or increase revenues, and other strategic initiatives to increase Ameren’s stockholder value. We are unable to predict which, if any, of these initiatives will be executed. The execution of these initiatives may have a material impact on our future results of operations, financial position, or liquidity.

REGULATORY MATTERS

See Note 2 - Rate and Regulatory Matters to our financial statements under Part I, Item 1, of this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the risk of changes in value of a physical asset or a financial instrument, derivative or nonderivative, caused by fluctuations in market variables such as interest rates, commodity prices and equity security prices. A derivative is a contract whose value is dependent on, or derived from, the value of some underlying asset. The following discussion of our risk management activities includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. We handle market risks in accordance with established policies, which may include entering into various derivative transactions. In the normal course of business, we also face risks that are either nonfinancial or nonquantifiable. Such risks, principally business, legal and operational risks, are not part of the following discussion.

Our risk management objective is to optimize our physical generating assets and pursue market opportunities within prudent risk parameters. Our risk management policies are set by a risk management steering committee, which is composed of senior-level Ameren officers.

Except as discussed below, there have been no material changes to the quantitative and qualitative disclosures about market risk in the Form 10-K. See Item 7A under Part II of the Form 10-K for a more detailed discussion of our market risks.

Interest Rate Risk

We are exposed to market risk through changes in interest rates. The following table presents the estimated increase in our annual interest expense and decrease in net income if interest rates were to increase by 1% on variable-rate debt outstanding at June 30, 2009:

	Interest Expense			Net Income(a)
Ameren(b)	$	12		$	(8	)
UE		7			(4	)
CIPS		(c	)		(c	)
Genco		1			(1	)
CILCORP		6			(3	)
CILCO		3			(2	)
IP		(c	)		(c	)

(a) Calculations are based on an effective tax rate of 38%.

(b) Includes intercompany eliminations.

(c) Less than $1 million

The estimated changes above do not consider potential reduced overall economic activity that would exist in such an environment. In the event of a significant change in interest rates, management would probably act to further mitigate our exposure to this market risk. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this sensitivity analysis assumes no change in our financial structure.

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Credit Risk

Credit risk represents the loss that would be recognized if counterparties fail to perform as contracted. NYMEX-traded futures contracts are supported by the financial and credit quality of the clearing members of the NYMEX and have nominal credit risk. In all other transactions, we are exposed to credit risk in the event of nonperformance by the counterparties to the transaction. See Note 6—Derivative Financial Instruments to our financial statements under Part I, Item 1, of this report for information on the potential loss on counterparty exposure as of June 30, 2009.

Our revenues are primarily derived from sales or delivery of electricity and natural gas to customers in Missouri and Illinois. Our physical and financial instruments are subject to credit risk consisting of trade accounts receivable and executory contracts with market risk exposures. The risk associated with trade receivables is mitigated by the large number of customers in a broad range of industry groups who make up our customer base. At June 30, 2009, no nonaffiliated customer represented more than 10%, in the aggregate, of our accounts receivable. UE and the Ameren Illinois Utilities continue to monitor the impact of increasing rates and a weakening economic environment on customer collections. These companies make adjustments to their allowance for doubtful accounts as deemed necessary, to ensure that such allowances are adequate to cover estimated uncollectible customer account balances.

UE, CIPS, Genco, CILCO, AERG, IP, AFS and Marketing Company may have credit exposure associated with interchange or wholesale purchase and sale activity with nonaffiliated companies. At June 30, 2009, UE’s, CIPS’, Genco’s, CILCO’s, AERG’s, IP’s, AFS’ and Marketing Company’s combined credit exposure to nonaffiliated non-investment-grade trading counterparties was less than $1 million, net of collateral (2008 - $2 million). We establish credit limits for these counterparties and monitor the appropriateness of these limits on an ongoing basis through a credit risk management program that involves daily exposure reporting to senior management, master trading and netting agreements, and credit support, such as letters of credit and parental guarantees. We also analyze each counterparty’s financial condition before we enter into sales, forwards, swaps, futures or option contracts, and we monitor counterparty exposure associated with our leveraged lease. We estimate our credit exposure to MISO associated with the MISO Day Two Energy Market to be $5 million at June 30, 2009 (2008 - $62 million).

The Ameren Illinois Utilities will be exposed to credit risk in the event of nonperformance by the parties contributing to the Illinois comprehensive rate relief and assistance programs under the Illinois electric settlement agreement. The agreement provides $488 million in rate relief over a four-year period that commenced in 2007. Under funding agreements among the parties contributing to the rate relief and assistance programs, at the end of each month, the Ameren Illinois Utilities will bill the participating generators for their proportionate share of that month’s rate relief and assistance, which is due in 30 days, or drawn from the funds provided by the generators’ escrow. See Note 2 - Rate and Regulatory Matters to our financial statements under Part I, Item 1 of this report for additional information.

Equity Price Risk

Our costs of providing defined benefit retirement and postretirement benefit plans are dependent upon a number of factors, including the rate of return on plan assets. To the extent the value of plan assets declines, the effect would be reflected in net income and OCI or regulatory assets, and in the amount of cash required to be contributed to the plans.

Commodity Price Risk

We are exposed to changes in market prices for electricity, fuel, and natural gas. UE’s, Genco’s, AERG’s and EEI’s risks of changes in prices for power sales are partially hedged through sales agreements. Genco, AERG and EEI also seek to sell power forward to wholesale, municipal and industrial customers to limit exposure to changing prices. We also attempt to mitigate financial risks through structured risk management programs and policies, which include forward-hedging programs, and the use of derivative financial instruments (primarily forward contracts, futures contracts, option contracts, and financial swap contracts). However, a portion of the generation capacity of UE, Genco, AERG and EEI is not contracted through physical or financial hedge arrangements and is therefore exposed to volatility in market prices.

The following table shows how Ameren’s cumulative earnings might decrease if power prices were to decrease by 1% on unhedged economic generation for the remainder of 2009 through 2012:

	Net Income(a)
Ameren(b)	$	(16	)
UE		(7	)
Genco		(5	)
CILCO (AERG)		(2	)
EEI		(5	)

(a) Calculations are based on an effective tax rate of 38%.

(b) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

Ameren also uses its portfolio management and trading capabilities both to manage risk and to deploy risk capital to generate additional returns. Due to our physical presence in the market, we are able to identify and pursue opportunities, which can generate additional returns through portfolio management and trading activities. All of this activity is

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performed within a controlled risk management process. We establish value at risk (VaR) and stop-loss limits that are intended to prevent any material negative financial impact.

We manage risks associated with changing prices of fuel for generation using similar techniques as those used to manage risks associated with changing market prices for electricity. Most UE, Genco, AERG and EEI fuel supply contracts are physical forward contracts. Genco, AERG and EEI do not have the ability to pass through higher fuel costs to their customers for electric operations. Prior to March 2009, UE did not have this ability either except through a general rate proceeding. As a part of the January 2009 MoPSC electric rate order, UE was granted permission to put a FAC in place, which was effective March 1, 2009. The FAC allows UE to recover directly from its electric customers 95% of changes in fuel and purchased power costs, net of off-system revenues, including MISO costs and revenues, above or below the amount set in base rates, subject to MoPSC prudency review. Thus, UE remains exposed to 5% of changes in its fuel and purchased power costs, net of off-system revenues. UE is seeking authorization from the MoPSC in its pending electric rate case to continue use of the FAC. See Note 2 - Rate and Regulatory Matters to our financial statements under Part I, Item 1 of this report for additional information. UE, Genco, AERG and EEI have entered into long-term contracts with various suppliers to purchase coal to manage their exposure to fuel prices. The coal hedging strategy is intended to secure a reliable coal supply while reducing exposure to commodity price volatility. Price and volumetric risk mitigation is accomplished primarily through periodic bid procedures, whereby the amount of coal purchased is determined by the current market prices and the minimum and maximum coal purchase guidelines for the given year. UE, Genco, AERG and EEI generally purchase coal up to five years in advance, but we may purchase coal beyond five years to take advantage of favorable deals or market conditions. The strategy also allows for the decision not to purchase coal to avoid unfavorable market conditions.

Transportation costs for coal and natural gas can be a significant portion of fuel costs. UE, Genco, AERG and EEI typically hedge coal transportation forward to provide supply certainty and to mitigate transportation price volatility. Natural gas transportation expenses for Ameren’s gas distribution utility companies and the gas-fired generation units of UE, Genco, AERG and EEI are regulated by FERC through approved tariffs governing the rates, terms and conditions of transportation and storage services. Certain firm transportation and storage capacity agreements held by the Ameren Companies include rights to extend the contracts prior to the termination of the primary term. Depending on our competitive position, we are able in some instances to negotiate discounts to these tariff rates for our requirements.

The following table presents the percentages of the projected required supply of coal and coal transportation for our coal-fired power plants, nuclear fuel for UE’s Callaway nuclear plant, natural gas for our CTs and retail distribution, as appropriate, and purchased power needs of CIPS, CILCO and IP, which own no generation, that are price-hedged over the remainder of 2009 through 2013, as of June 30, 2009. The projected required supply of these commodities could be significantly impacted by changes in our assumptions for such matters as customer demand of our electric generation and our electric and natural gas distribution services, generation output, and inventory levels, among other matters.

	2009		2010		2011 - 2013
Ameren:
Coal	100	%	89	%	27	%
Coal transportation	100		99		60
Nuclear fuel	100		100		86
Natural gas for generation	70		8		-
Natural gas for distribution(a)	69		34		13
Purchased power for Illinois Regulated(b)	100		82		35
UE:
Coal	100	%	91	%	26	%
Coal transportation	100		100		62
Nuclear fuel	100		100		86
Natural gas for generation	50		6		-
Natural gas for distribution(a)	72		35		17
CIPS:
Natural gas for distribution(a)	69	%	30	%	13	%
Purchased power(b)	100		82		35
Genco:
Coal	100	%	89	%	26	%
Coal transportation	100		97		37
Natural gas for generation	100		-		-
CILCORP/CILCO:
Coal (AERG)	100	%	84	%	35	%
Coal transportation (AERG)	100		100		79
Natural gas for distribution(a)	73		34		12
Purchased power(b)	100		82		35

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	2009		2010		2011 - 2013
IP:
Natural gas for distribution(a)	66	%	34	%	12	%
Purchased power(b)	100		82		35
EEI:
Coal	100	%	90	%	26	%
Coal transportation	100		100		67

(a) Represents the percentage of natural gas price hedged for peak winter season of November through March. The year 2009 represents November 2009 through March 2010. The year 2010 represents November 2010 through March 2011. This continues each successive year through March 2014.

(b) Represents the percentage of purchased power price-hedged for fixed-price residential and small commercial customers with less than one megawatt of demand. Larger customers are purchasing power from the competitive markets. See Note 2—Rate and Regulatory Matters and Note 9—Commitments and Contingencies to our financial statements under Part I, Item 1, of this report for a discussion of the Illinois power procurement process and for additional information on the Ameren Illinois Utilities’ purchased power commitments.

The following table shows how our cumulative fuel expense might increase and how our cumulative net income might decrease if coal and coal transportation costs were to increase by 1% on any requirements not currently covered by fixed-price contracts for the period 2009 through 2013.

	Coal					Transportation
	Fuel Expense		Net Income(a)			Fuel Expense		Net Income(a)
Ameren(b)	$	24	$	(15	)	$	8	$	(5	)
UE		14		(8	)		5		(3	)
Genco		5		(3	)		1		(1	)
CILCORP		3		(2	)		1		(c	)
CILCO (AERG)		3		(2	)		1		(c	)
EEI		3		(2	)		1		1

(a) Calculations are based on an effective tax rate of 38%.

(b) Includes amounts for Ameren registrant and nonregistrant subsidiaries.

(c) Amount less than $1 million.

In addition, coal and coal transportation costs are sensitive to the price of diesel fuel as a result of rail freight fuel surcharges. Ameren utilizes a combination of swaps and purchased call options to price cap and price hedge this exposure. If diesel fuel costs were to increase or decrease by $0.25/gallon, Ameren’s fuel expense could increase or decrease by $10 million annually for 2009 (UE - $5 million, Genco - $2 million, AERG - $1 million and EEI - $2 million). As of June 30, 2009, Ameren had a price cap for 100% of expected fuel surcharges in 2009.

In the event of a significant change in coal prices, UE, Genco, AERG and EEI would probably take actions to further mitigate their exposure to this market risk. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this sensitivity analysis assumes no change in our financial structure or fuel sources.

With regard to exposure for commodity price risk for nuclear fuel, UE has fixed-priced and base-price-with- escalation agreements, or it uses inventories that provide some price hedge to fulfill its Callaway nuclear plant needs for uranium, conversion, enrichment, and fabrication services. There is no fuel reloading scheduled for 2009 or 2012. UE has price hedges for 90% of the 2010 to 2013 nuclear fuel requirements.

Nuclear fuel market prices remain subject to an unpredictable supply and demand environment. UE has continued to follow a strategy of managing inventory of nuclear fuel as an inherent price hedge. New long-term uranium contracts are almost exclusively market-price-related with an escalating price floor. New long-term enrichment contracts usually have some market-price-related component. UE expects to enter into additional contracts from time to time in order to supply nuclear fuel during the expected life of the Callaway nuclear plant, at prices which cannot now be accurately predicted. Unlike the electricity and natural gas markets, nuclear fuel markets have limited financial instruments available for price hedging, so most hedging is done through inventories and forward contracts, if they are available.

See Note 9 - Commitments and Contingencies to our financial statements under Part I, Item 1, of this report for further information regarding the long-term commitments for the procurement of coal, natural gas and nuclear fuel.

Fair Value of Contracts

Most of our commodity contracts qualify for treatment as NPNS. We use derivatives principally to manage the risk of changes in market prices for natural gas, fuel, electricity, FTRs and emission allowances. The following table presents the favorable (unfavorable) changes in the fair value of all derivative contracts marked-to-market during the three and six months ended June 30, 2009. We use various methods to determine the fair value of our contracts. In accordance with SFAS No. 157 hierarchy levels, our sources used to determine the fair value of these contracts were active quotes (Level 1), inputs corroborated by market data (Level 2), and other modeling and valuation methods that are not corroborated by market data (Level 3). All of these contracts have maturities of less than five years. See Note 7 - Fair Value Measurements to our financial statements under Part I, Item 1, of this report for further information regarding the methods used to determine the fair value of these contracts.

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	Ameren(a)			UE			CIPS			Genco			CILCORP/ CILCO			IP
Three Months Ended June 30, 2009
Fair value of contracts at beginning of period, net	$	6		$	7		$	(170	)	$	(2	)	$	(110	)	$	(277	)
Contracts realized or otherwise settled during the period		15			(3	)		16			1			20			30
Changes in fair values attributable to changes in valuation technique and assumptions		-			-			-			-			-			-
Fair value of new contracts entered into during the period		51			17			(1	)		1			1			3
Other changes in fair value		(2	)		(2	)		2			(1	)		-			8
Fair value of contracts outstanding at the end of period, net	$	70		$	19		$	(153	)	$	(1	)	$	(89	)	$	(236	)
Six Months Ended June 30, 2009
Fair value of contracts at beginning of period, net	$	20		$	16		$	(84	)	$	(1	)	$	(59	)	$	(134	)
Contracts realized or otherwise settled during the period		12			(17	)		30			1			34			57
Changes in fair values attributable to changes in valuation technique and assumptions		-			-			-			-			-			-
Fair value of new contracts entered into during the period		57			24			(2	)		-			-			(7	)
Other changes in fair value		(19	)		(4	)		(97	)		(1	)		(64	)		(152	)
Fair value of contracts outstanding at the end of period, net	$	70		$	19		$	(153	)	$	(1	)	$	(89	)	$	(236	)

(a) Includes amounts for Ameren registrant and nonregistrant subsidiaries and intercompany eliminations.

The following table presents maturities of derivative contracts as of June 30, 2009, based on the hierarchy levels used to determine the fair value of the contracts:

Sources of Fair Value	Maturity Less than 1 Year			Maturity 1-3 Years			Maturity 4-5 Years			Maturity in Excess of 5 Years		Total Fair Value
Ameren:
Level 1	$	(7	)	$	-		$	-		$	-	$	(7	)
Level 2(a)		52			-			-			-		52
Level 3(b)		(1	)		22			4			-		25
Total	$	44		$	22		$	4		$	-	$	70
UE:
Level 1	$	-		$	-		$	-		$	-	$	-
Level 2(a)		6			-			-			-		6
Level 3(b)		2			8			3			-		13
Total	$	8		$	8		$	3		$	-	$	19
CIPS:
Level 1	$	-		$	-		$	-		$	-	$	-
Level 2(a)		-			-			-			-		-
Level 3(b)		(59	)		(81	)		(13	)		-		(153	)
Total	$	(59	)	$	(81	)	$	(13	)	$	-	$	(153	)
Genco:
Level 1	$	-		$	-		$	-		$	-	$	-
Level 2(a)		-			-			-			-		-
Level 3(b)		(1	)		-			-			-		(1	)
Total	$	(1	)	$	-		$	-		$	-	$	(1	)
CILCORP/CILCO:
Level 1	$	-		$	-		$	-		$	-	$	-
Level 2(a)		-			-			-			-		-
Level 3(b)		(40	)		(44	)		(5	)		-		(89	)
Total	$	(40	)	$	(44	)	$	(5	)	$	-	$	(89	)
IP:
Level 1	$	-		$	-		$	-		$	-	$	-
Level 2(a)		-			-			-			-		-
Level 3(b)		(91	)		(124	)		(21	)		-		(236	)
Total	$	(91	)	$	(124	)	$	(21	)	$	-	$	(236	)

(a) Principally fixed price for floating OTC power swaps, power forwards and fixed price for floating OTC natural gas swaps.

(b) Principally coal and SO₂ option values based on a Black-Scholes model that includes information from external sources and our estimates. Also includes interruptible power forward and option contract values based on our estimates.

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ITEM 4 and ITEM 4T. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

As of June 30, 2009, evaluations were performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer of each of the Ameren Companies, of the effectiveness of the design and operation of such registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon those evaluations, the principal executive officer and principal financial officer of each of the Ameren Companies concluded that such disclosure controls and procedures are effective to provide assurance that information required to be disclosed in such registrant’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to its management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure.

(b) Change in Internal Controls

There has been no change in any of the Ameren Companies’ internal control over financial reporting during their most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, each of their internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are involved in legal and administrative proceedings before various courts and agencies with respect to matters that arise in the ordinary course of business, some of which involve substantial amounts of money. We believe that the final disposition of these proceedings, except as otherwise disclosed in this report, will not have a material adverse effect on our results of operations, financial position, or liquidity. Risk of loss is mitigated, in some cases, by insurance or contractual or statutory indemnification. We believe that we have established appropriate reserves for potential losses.

For additional information on legal and administrative proceedings, see Note 2 - Rate and Regulatory Matters, Note 8 - Related Party Transactions and Note 9 - Commitments and Contingencies to our financial statements under Part I, Item 1 of this report.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in the Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table presents Ameren Corporation’s purchases of equity securities reportable under Item 703 of Regulation S-K:

Period	(a) Total Number of Shares (or Units) Purchased(a)	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1 - April 30, 2009	-	$	-	-	-
May 1 - May 31, 2009	-		-	-	-
June 1 - June 30, 2009	3,330		24.09	-	-
Total	3,330	$	24.09	-	-

(a) Included in June were 3,330 shares of Ameren common stock purchased by Ameren in an open-market transaction pursuant to Ameren’s 2006 Omnibus Incentive Compensation Plan in satisfaction of Ameren’s obligation for a director compensation award. Ameren does not have any publicly announced equity securities repurchase plans or programs.

None of the other registrants purchased equity securities reportable under Item 703 of Regulation S-K during the April 1 to June 30, 2009 period.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Ameren

At Ameren’s annual meeting of shareholders held on April 28, 2009, the following matters were presented to the meeting for a vote and the results of such voting are as follows:

Item (1) Election of 13 directors (comprising Ameren’s full Board of Directors) to serve until the next annual meeting of shareholders in 2010.

Name	For	Withheld	Broker Non-Votes(a)
Stephen F. Brauer	172,349,273	6,703,643	-
Susan S. Elliott	172,018,055	7,034,861	-
Ellen M. Fitzsimmons	172,084,430	6,968,486	-
Walter J. Galvin	167,759,094	11,293,822	-
Gayle P.W. Jackson	172,360,492	6,692,424	-
James C. Johnson	172,245,090	6,807,826	-
Charles W. Mueller	171,779,004	7,273,912	-
Douglas R. Oberhelman	167,719,157	11,333,759	-
Gary L. Rainwater	171,213,261	7,839,655	-
Harvey Saligman	171,380,731	7,672,185	-
Patrick T. Stokes	171,903,927	7,148,989	-
Thomas R. Voss	172,192,821	6,860,095	-
Jack D. Woodard	172,340,237	6,712,679	-

(a) Broker shares included in the quorum but not voting on the item.

Item (2) Ameren proposal regarding ratification of the appointment of PricewaterhouseCoopers LLP as Ameren’s independent registered public accounting firm for the fiscal year ending December 31, 2009.

For	Against	Abstain	Broker Non-Votes(a)
175,471,904	2,277,050	1,303,962	-

(a) Broker shares included in the quorum but not voting on the item.

Item (3) Shareholder proposal relating to releases from UE’s Callaway nuclear plant.

For	Against	Abstain	Broker Non-Votes(a)
14,215,494	115,270,277	14,977,585	34,589,559

(a) Broker shares included in the quorum but not voting on the item.

UE

At UE’s annual meeting of shareholders held on April 28, 2009, the following individuals (comprising UE’s full Board of Directors) were elected to serve until the next annual meeting of shareholders in 2010: Warner L. Baxter, Daniel F. Cole, Adam C. Heflin, Martin J. Lyons, Richard J. Mark and Steven R. Sullivan. Each individual received 102,123,834 votes for election and no withheld votes or broker non-votes.

CIPS

At CIPS’ annual meeting of shareholders held on April 28, 2009, the following individuals (comprising CIPS’ full Board of Directors) were elected to serve until the next annual meeting of shareholders in 2010: Scott A. Cisel, Daniel F. Cole, Martin J. Lyons and Steven R. Sullivan. Each individual received 25,452,373 votes for election and no withheld votes or broker non-votes.

CILCO

At CILCO’s annual meeting of shareholders held on April 28, 2009, the following individuals (comprising CILCO’s full Board of Directors) were elected to serve until the next annual meeting of shareholders in 2010: Scott A. Cisel, Daniel F. Cole, Martin J. Lyons and Steven R. Sullivan. Each individual received 13,563,871 votes for election and no withheld votes or broker non-votes.

111

IP

At IP’s annual meeting of shareholders held on April 28, 2009, the following individuals (comprising IP’s full Board of Directors) were elected to serve until the next annual meeting of shareholders in 2010: Scott A. Cisel, Daniel F. Cole, Martin J. Lyons and Steven R. Sullivan. Each individual received 23,662,924 votes for election and no withheld votes or broker non-votes.

GENCO and CILCORP

The information called for by this item is omitted in reliance on General Instruction H(1)(a) and (b) of Form 10-Q.

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ITEM 6. EXHIBITS.

The documents listed below are being filed or have previously been filed on behalf of the Ameren Companies and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith.

Exhibit Designation	Registrant(s)	Nature of Exhibit	Previously Filed as Exhibit to:
Instruments Defining Rights of Securities Holders, Including Indentures
4.1	Ameren CIPS	Supplemental Indenture dated June 15, 2009 to Indenture of Mortgage or Deed of Trust dated October 1, 1941, from CIPS to U.S. Bank National Association and Richard Prokosch, as successor trustees, for the 2009 Illinois Credit Agreement series bonds
4.2	Ameren CILCO	Supplemental Indenture dated June 15, 2009 to Indenture of Mortgage and Deed of Trust between Illinois Power Company (predecessor in interest to CILCO) and Deutsche Bank Trust Company Americas’ (formerly known as Bankers Trust Company), as trustee, dated as of April 1, 1933, for the 2009 Illinois Credit Agreement series bonds
4.3	Ameren IP	Supplemental Indenture dated June 15, 2009 to General Mortgage Indenture and Deed of Trust dated as of November 1, 1992 between IP and The Bank of New York Mellon Trust Company, N.A., as successor trustee, for the 2009 Illinois Credit Agreement series bonds
4.4	Ameren	Ameren Company Order dated May 15, 2009 establishing the 8.875% Senior Notes due 2014 (including the global note)	May 15, 2009 Form 8-K, Exhibits 4.3 and 4.4, File No. 1-14756
Material Contracts
10.1	Ameren Companies	*Revised Schedule I to Second Amended and Restated Ameren Corporation Change of Control Severance Plan
10.2	Ameren CIPS CILCO IP	Credit Agreement dated as of June 30, 2009, among Ameren, CIPS, CILCO, IP and JPMorgan Chase Bank, N.A., as agent (2009 Illinois Credit Agreement)
10.3	Ameren UE Genco	Amendment Agreement dated as of June 30, 2009, among Ameren, UE, Genco and JPMorgan Chase Bank, N.A., as administrative agent, in respect of the Amended and Restated Credit Agreement dated as of July 14, 2006, among Ameren, UE, Genco and JPMorgan Chase Bank, N.A., as agent
10.4	Ameren UE Genco	Supplemental Credit Agreement dated as of June 30, 2009, among Ameren, UE, Genco and JPMorgan Chase Bank, N.A., as agent
Statement re: Computation of Ratios
12.1	Ameren	Ameren’s Statement of Computation of Ratio of Earnings to Fixed Charges

113

Exhibit Designation	Registrant(s)	Nature of Exhibit	Previously Filed as Exhibit to:
12.2	UE	UE’s Statement of Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements
12.3	CIPS	CIPS’ Statement of Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements
12.4	Genco	Genco’s Statement of Computation of Ratio of Earnings to Fixed Charges
12.5	CILCORP	CILCORP’s Statement of Computation of Ratio of Earnings to Fixed Charges
12.6	CILCO	CILCO’s Statement of Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements
12.7	IP	IP’s Statement of Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements
Rule 13a-14(a) / 15d-14(a) Certifications
31.1	Ameren	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren
31.2	Ameren	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren
31.3	UE	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of UE
31.4	UE	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of UE
31.5	CIPS	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of CIPS
31.6	CIPS	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of CIPS
31.7	Genco	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Genco
31.8	Genco	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Genco
31.9	CILCORP	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of CILCORP
31.10	CILCORP	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of CILCORP
31.11	CILCO	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of CILCO
31.12	CILCO	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of CILCO
31.13	IP	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of IP
31.14	IP	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of IP
Section 1350 Certifications
32.1	Ameren	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren

114

Exhibit Designation	Registrant(s)	Nature of Exhibit	Previously Filed as Exhibit to:
32.2	UE	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of UE
32.3	CIPS	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of CIPS
32.4	Genco	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Genco
32.5	CILCORP	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of CILCORP
32.6	CILCO	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of CILCO
32.7	IP	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of IP
XBRL – Related Documents
101.INS**	Ameren	XBRL Instance Document
101.SCH**	Ameren	XBRL Taxonomy Extension Schema Document
101.CAL**	Ameren	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	Ameren	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	Ameren	XBRL Taxonomy Extension Presentation Linkbase Document

* Management compensatory plan or arrangement.

** Attached as Exhibit 101 to this report is the following financial information from Ameren’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statement of Income for the three and six months ended June 30, 2009 and 2008, (ii) the Consolidated Balance Sheet at June 30, 2009, and December 31, 2008, (iii) the Consolidated Statement of Cash Flows for the six months ended June 30, 2009 and 2008, and (iv) the Combined Notes to the financial Statements for the six months ended June 30, 2009, tagged as blocks of text. These Exhibits are deemed furnished and not filed pursuant to Rule 406T of Regulation S-T.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

AMEREN CORPORATION

(Registrant)

/s/ Martin J. Lyons

     Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

UNION ELECTRIC COMPANY

(Registrant)

/s/ Martin J. Lyons

     Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

(Registrant)

/s/ Martin J. Lyons

     Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

AMEREN ENERGY GENERATING COMPANY

(Registrant)

/s/ Martin J. Lyons

     Martin J. Lyons

Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

116

CILCORP INC.

(Registrant)

/s/ Martin J. Lyons

     Martin J. Lyons

Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

CENTRAL ILLINOIS LIGHT COMPANY

(Registrant)

/s/ Martin J. Lyons

     Martin J. Lyons

Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

ILLINOIS POWER COMPANY

(Registrant)

/s/ Martin J. Lyons

     Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: August 10, 2009

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EX-4.1

Exhibit 4.1

When recorded mail to:

James A. Tisckos

Central Illinois Public

Service Company

607 East Adams Street

Springfield, Illinois 62739

Executed in 85 Counterparts, No. __.

Supplemental Indenture

dated as of June 15, 2009

Central Illinois Public Service Company

to

U.S. Bank National Association

and Richard Prokosch,

as trustees

(Supplemental to the Indenture of Mortgage or Deed of Trust

dated October 1, 1941, executed by Central Illinois Public Service Company

to Continental Illinois National Bank and Trust Company of Chicago

and Edmond B. Stofft, as trustees)

(Providing for First Mortgage Bonds, 2009 Credit Agreement Series)

This instrument was prepared by Steven R. Sullivan, Senior Vice President, General Counsel and Secretary of Central Illinois Public Service Company, c/o Ameren Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

This Supplemental Indenture, dated as of June 15, 2009, made and entered into by and between CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter commonly referred to as the “Company”), and U.S. BANK NATIONAL ASSOCIATION (formerly U.S. Bank Trust National Association, formerly First Trust National Association, formerly First Trust of Illinois, National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, formerly Continental Bank, National Association and formerly Continental Illinois National Bank and Trust Company of Chicago), a national banking association having its office or place of business in the City of Chicago, Cook County, State of Illinois (hereinafter commonly referred to as the “Trustee”), and Richard Prokosch (successor Co-Trustee), of the City of Oakdale, Washington County, State of Minnesota, as Trustees under the Indenture of Mortgage or Deed of Trust dated October 1, 1941, heretofore executed and delivered by the Company to Continental Illinois National Bank and Trust Company of Chicago and Edmond B. Stofft, as Trustees, as amended by the Supplemental Indentures dated, respectively, September 1, 1947, January 1, 1949, February 1, 1952, September 1, 1952, June 1, 1954, February 1, 1958, January 1, 1959, May 1, 1963, May 1, 1964, June 1, 1965, May 1, 1967, April 1, 1970, April 1, 1971, September 1, 1971, May 1, 1972, December 1, 1973, March 1, 1974, April 1, 1975, October 1, 1976, November 1, 1976, October 1, 1978, August 1, 1979, February 1, 1980, February 1, 1986, May 15, 1992, July 1, 1992, September 15, 1992, April 1, 1993, June 1, 1995, March 15, 1997, June 1, 1997, December 1, 1998, June 1, 2001, October 1, 2004, June 1, 2006, August 1, 2006 and March 1, 2007 heretofore executed and delivered by the Company to the Trustees under said Indenture of Mortgage or Deed of Trust dated October 1, 1941; said Indenture of Mortgage or Deed of Trust dated October 1, 1941, as amended by said Supplemental Indentures, being hereinafter sometimes referred to as the “Indenture”; and said U.S. Bank National Association and Richard Prokosch (successor Co-Trustee) as such Trustees, being hereinafter sometimes referred to as the “Trustees” or the “Trustees under the Indenture”;

WITNESSETH:

WHEREAS, the Company has entered into a 2009 Credit Agreement (as amended or otherwise modified from time to time, the “Credit Agreement”) by and among Ameren Corporation, the Company, Central Illinois Light Company and Illinois Power Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders, providing for the making of certain financial accommodations thereunder to the Company, and pursuant to such Credit Agreement, the Company has agreed to issue to the Agent, as evidence of and security for the Obligations (as such term is defined in the Credit Agreement) of the Company (the “Company Obligations”), a new series of bonds under the Indenture; and

WHEREAS, for such purposes, the Company has determined, by resolutions duly adopted by its Board of Directors, to issue bonds of an additional series under and to be secured by the Indenture, as hereby amended, to be known and designated as First Mortgage Bonds, 2009 Credit Agreement Series (hereinafter sometimes referred to as the “bonds of 2009 Credit Agreement Series” or the “bonds of said Series”), and the bonds of said Series shall be authorized, authenticated and issued only as registered bonds without coupons, and to execute and deliver this supplemental indenture, pursuant to the provisions of Article I, as amended, Section 6 of Article II and Article XVI of the Indenture, for the purpose of (1) creating and

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authorizing not to exceed $135,000,000 aggregate principal amount of bonds of 2009 Credit Agreement Series and setting forth the form, terms, provisions and characteristics thereof, and (2) modifying or amending certain provisions of the Indenture in the particulars and to the extent hereinafter specifically provided; and

WHEREAS, the bonds of 2009 Credit Agreement Series shall be issued to the Agent as evidence of and security for the Company Obligations under the Credit Agreement; and

WHEREAS, the execution and delivery by the Company of this supplemental indenture have been duly authorized by the Board of Directors of the Company; and the Company has requested, and hereby requests, the Trustees to enter into and join with the Company in the execution and delivery of this supplemental indenture; and

WHEREAS, the bonds of 2009 Credit Agreement Series are to be authorized, authenticated and issued only in the form of registered bonds without coupons, and the bonds of 2009 Credit Agreement Series and the certificate of the Trustee thereon shall be substantially in the following form, to wit:

[FORM OF BOND]

No. _______ $ __________

Illinois Commerce Commission

Identification No.: Ill. C.C. No. ____

Notwithstanding any provisions hereof or in the Indenture

this Bond is not assignable or transferable except to a successor Agent appointed in

accordance with the Credit Agreement hereinafter referred to.

Central Illinois Public Service Company

First Mortgage Bond, 2009 Credit Agreement Series

REGISTERED OWNER: JPMorgan Chase Bank, N.A.,

PRINCIPAL AMOUNT                                                                       DOLLARS

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, an Illinois corporation (hereinafter referred to as the “Company”), for value received, hereby promises to pay to the Registered Owner specified above, as administrative agent (in such capacity, the “Agent”) for the Lenders (as defined below) under the 2009 Credit Agreement by and among Ameren Corporation, the Company, Central Illinois Light Company and Illinois Power Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (as amended or otherwise modified from time to time, the “Credit Agreement”), or registered assigns, the Principal Amount specified above or such lesser principal amount as shall be equal to the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company outstanding on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) of the Company, but not in

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excess of the Principal Amount of this bond, and to pay interest thereon at the Interest Rate (as defined below) until the principal hereof is paid or duly made available for payment on the Commitment Termination Date or in the event of redemption of this bond, until the redemption date.

Interest on this bond shall be payable on each Interest Payment Date (as defined below), commencing on the first Interest Payment Date next succeeding the date of this bond. If the Commitment Termination Date falls on a day which is not a Business Day, as defined below, principal and any interest and/or fees payable with respect to the Commitment Termination Date will be paid on the next succeeding Business Day. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Supplemental Indenture dated as of June 15, 2009, hereinafter referred to, be paid to the person in whose name this bond (or one or more predecessor bonds) is registered at the close of business on the Record Date (as defined below); provided, however, that interest payable on the Commitment Termination Date will be payable to the person to whom the principal hereof shall be payable. Should the Company default in the payment of interest (“Defaulted Interest”), the Defaulted Interest shall be paid to the person in whose name this bond is registered on the Record Date to be established by the Trustee for payment of such Defaulted Interest. As used herein, (i) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (ii) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (iii) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (iv) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

Both the principal of and the interest on this bond shall be payable in immediately available funds at the office or agency of the Trustee, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

This bond is one of the bonds issued and to be issued from time to time under and in accordance with and all secured by the indenture of mortgage or deed of trust dated October 1, 1941, executed and delivered by the Company to U.S. Bank National Association (formerly U.S. Bank Trust National Association, formerly First Trust National Association, formerly First Trust of Illinois, National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, formerly Continental Bank, National Association and formerly Continental Illinois National Bank and Trust Company of Chicago and hereinafter referred to as the “Trustee”) and Edmond B. Stofft, as Trustees, and the various indentures supplemental thereto, including the Supplemental Indenture pursuant to which $135,000,000 in aggregate principal amount of the First Mortgage Bonds, 2009 Credit Agreement Series (the “2009 Credit Agreement Series Bonds”) are authorized, each executed and delivered by the Company to the Trustees under said indenture of mortgage or deed of trust dated October 1, 1941, prior to the authentication of this bond (said indenture of mortgage or deed of trust and said supplemental indentures being hereinafter referred to, collectively, as the “Indenture”); and said U.S. Bank National Association and Richard Prokosch, of the City of Oakdale, Washington County, State of Minnesota (successor Co-Trustee), being now the Trustees under the Indenture. Reference to

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the Indenture and to all supplemental indentures, if any, hereafter executed pursuant to the Indenture is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights of the holders and Registered Owners of said bonds and of the Trustees and of the Company in respect of such security. By the terms of the Indenture the bonds to be secured thereby are issuable in series, which may vary as to date, amount, date of maturity, rate of interest, redemption provisions, medium of payment and in other respects as in the Indenture provided.

The 2009 Credit Agreement Series Bonds are to be issued and delivered to the Agent in order to evidence and secure the obligations of the Company under the Credit Agreement to make payments to the Lenders under the Credit Agreement and to provide the Lenders the benefit of the lien of the Indenture with respect to the 2009 Credit Agreement Series Bonds.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption hereof. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on the 2009 Credit Agreement Series Bonds shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on the 2009 Credit Agreement Series Bonds shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on the 2009 Credit Agreement Series Bonds, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (i) that timely payment of principal of or interest on the 2009 Credit Agreement Series Bonds has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (iii) the amount of the arrearage.

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This bond is not redeemable except upon written demand of the Agent following the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, as provided under the Credit Agreement.

In case of certain events of default specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture. No recourse shall be had for the payment of the principal of or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture or any indenture supplemental thereto, to or against any incorporator, stockholder, officer or director, past, present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company, or such predecessor or successor corporation, under any constitution or statute or rule of law, or by the enforcement of any assessment, penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by the Registered Owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

This bond shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. This bond is exchangeable by the Registered Owner hereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, upon the surrender and cancellation of this bond and the payment of any stamp tax or other governmental charge, and upon any such exchange a new registered bond or bonds without coupons, of the same series and maturity and for the same aggregate principal amount, will be issued in exchange heretofore; provided, that the Company shall not be required to exchange any bonds of 2009 Credit Agreement Series for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds.

The Agent shall surrender this bond to the Trustee when each of the Borrower Sublimit and the Borrower Credit Exposure have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

This bond shall not be valid or become obligatory for any purpose unless and until it shall have been authenticated by the execution by the Trustee or its successor in trust under the Indenture of the Trustee’s Certificate endorsed hereon.

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IN WITNESS WHEREOF, Central Illinois Public Service Company has caused this bond to be executed in its name by the manual or facsimile signature of its President or one of its Vice-Presidents, and its corporate seal or a facsimile thereof to be affixed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By
	President

Attest:
By
	Secretary

This bond is one of the bonds of the series designated therein, described in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By
	Authorized Officer

[END OF FORM OF BOND]

NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) duly paid by the Trustees to the Company, and of other good and valuable considerations, the receipt whereof is hereby acknowledged, and for the purpose of further securing the due and punctual payment of the principal of and interest on all bonds which have been heretofore or shall be hereafter issued under the Indenture and indentures supplemental thereto and which shall be at any time outstanding thereunder and secured thereby and $135,000,000 aggregate principal amount of the bonds of 2009 Credit Agreement Series, and for the purpose of securing the faithful performance and observance of all the covenants and conditions set forth in the Indenture and/or in any indenture supplemental thereto, the Company has given, granted, bargained, sold, transferred, assigned, pledged, mortgaged, warranted the title to and conveyed, and by these presents does give, grant, bargain, sell, transfer, assign, pledge, mortgage, warrant the title to and convey unto U.S. Bank National Association and Richard Prokosch, of the City of Oakdale, Washington County, State of Minnesota (successor Co-Trustee), as Trustees under the Indenture as therein provided, and their successors in the trusts thereby created, and to their assigns, all the right, title and interest of the Company in and to any

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and all premises, plants, property, leases and leaseholds, franchises, permits, rights and powers, of every kind and description, real and personal, which have been acquired by the Company through construction, purchase, consolidation or merger, or otherwise, subsequent to January 1, 2006, and which are owned by the Company at the date of the execution hereof, together with the rents, issues, products and profits therefrom, excepting, however, and there is hereby expressly reserved and excluded from the lien and effect of the Indenture and of this supplemental indenture, all right, title and interest of the Company, now owned, in and to (a) all cash, bonds, shares of stock, obligations and other securities not deposited with the Trustee or Trustees under the Indenture, and (b) all accounts and bills receivable, judgments (other than for the recovery of real property or establishing a lien or charge thereon or right therein) and chooses in action not specifically assigned to and pledged with the Trustee or Trustees under the Indenture, and (c) all personal property acquired or manufactured by the Company for sale, lease, rental or consumption in the ordinary course of business, and (d) the last day of each of the demised terms created by any lease of property leased to the Company and under each and every renewal of any such lease, the last day of each and every such demised term being hereby expressly reserved to and by the Company, and (e) all gas, oil and other minerals now or hereafter existing upon, within or under any real estate of the Company subject to, or hereby subjected to, the lien of the Indenture.

And upon the considerations and for the purposes aforesaid, and in order to provide, pursuant to the terms of the Indenture, for the issuance under the Indenture, as hereby amended, of bonds of 2009 Credit Agreement Series and to fix the terms, provisions and characteristics of the bonds of 2009 Credit Agreement Series, and to modify or amend the Indenture in the particulars and to the extent hereinafter in this supplemental indenture specifically provided, the Company hereby covenants and agrees with the Trustees as follows:

Article I

Section 1.1 A series of bonds issuable under the Indenture, as hereby amended, to be known and designated as “First Mortgage Bonds, 2009 Credit Agreement Series” and which shall be executed, authenticated and issued only in the form of registered bonds without coupons, is hereby created and authorized. The bonds of 2009 Credit Agreement Series and the Trustee’s Certificate to be endorsed thereon shall be substantially in the form thereof hereinbefore recited (the “Bond Form”). Each bond of 2009 Credit Agreement Series is to be issued and registered in the name of the Agent under the Credit Agreement to evidence and secure any and all Obligations (as such term is defined in the Credit Agreement) of the Company (the “Company Obligations”) under the Credit Agreement. Each bond of 2009 Credit Agreement Series shall be dated as of the Interest Payment Date (as defined below) thereof to which interest was paid next preceding the date of issue, unless (a) issued on an Interest Payment Date thereof to which interest was paid, in which event it shall be dated as of such issue date, or (b) issued prior to the occurrence of the first Interest Payment Date thereof to which interest was paid, in which event it shall be dated the date of original issuance.

The bonds of 2009 Credit Agreement Series shall be issued in the aggregate principal amount of $135,000,000 and shall mature on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) of the Company. The principal amount of bonds of 2009 Credit Agreement Series outstanding from time to time shall always be equal to $135,000,000 or such less principal amount as shall be equal to the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company on the Commitment Termination Date, but not in excess of $135,000,000

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The bonds of 2009 Credit Agreement Series shall bear interest from their date as set forth in the Bond Form. Interest on the bonds of 2009 Credit Agreement Series shall be payable on each Interest Payment Date (as defined below), commencing on the first Interest Payment Date next succeeding the date of the bonds of 2009 Credit Agreement Series. If the Commitment Termination Date falls on a day which is not a Business Day, as defined below, principal and any interest and/or fees payable by the Company with respect to the Commitment Termination Date will be paid on the next succeeding Business Day.

Both the principal of and the interest on the bonds of 2009 Credit Agreement Series shall be payable at the times and in the manner set forth in the form of bond set out herein and in immediately available funds at the office or agency of the Trustee, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

Section 1.2 Anything contained in Section 14 of Article I of the Indenture, or elsewhere in the Indenture, to the contrary notwithstanding, only the person in whose name bonds of 2009 Credit Agreement Series are registered (the “Registered Owner”) at the close of business on the Record Date (as defined below) with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such bonds upon any transfer or exchange subsequent to the Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names outstanding bonds of 2009 Credit Agreement Series are registered on the Record Date to be established by the Trustee for payment of such defaulted interest.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption as provided in this Supplemental Indenture. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on the bonds of 2009 Credit Agreement Series shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially

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paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on the bonds of 2009 Credit Agreement Series shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on the bonds of 2009 Credit Agreement Series, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (a) that timely payment of principal of or interest on the bonds of 2009 Credit Agreement Series has not been made, (b) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (c) the amount of the arrearage.

Section 1.3 As used herein, (a) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (b) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (c) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (d) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

Section 1.4 Except as set forth herein, the bonds of 2009 Credit Agreement Series are not redeemable. Upon the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, the bonds of 2009 Credit Agreement Series shall be redeemable in whole upon receipt by the Trustee of a written demand from the Agent stating that there has occurred under the Credit Agreement both a Default by the Company and a declaration of acceleration of the Company Obligations and demanding redemption of the bonds of 2009 Credit Agreement Series (including a description of the amount of principal, interest, fees, cash collateralization obligations and other amounts which comprise such Company Obligations). The Company waives any right it may have to prior notice of such redemption under the Indenture and any other notice required under the Indenture, including notice to be given by the Company, shall be deemed satisfied by the notice given by the Agent as aforesaid. Upon surrender of the bonds of 2009 Credit Agreement Series by the Agent to the Trustee, the bonds of 2009 Credit Agreement Series shall be redeemed at a redemption price equal to the aggregate amount of the Company Obligations.

Section 1.5 The bonds of 2009 Credit Agreement Series shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. The bonds of 2009 Credit Agreement Series are exchangeable by the Registered Owner thereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, upon the surrender and cancellation of said bonds and the payment of any stamp tax or other governmental charge, and upon any such exchange a new registered

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bond or bonds without coupons, of the same series and maturity and for the same aggregate principal amount, will be issued in exchange theretofore; provided, that the Company shall not be required to exchange any bonds of 2009 Credit Agreement Series for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds.

Section 1.6 The bonds of 2009 Credit Agreement Series shall, from time to time, be executed on behalf of the Company and sealed with the corporate seal of the Company, all in the manner provided or permitted by Section 6 of Article I of the Indenture, as follows:

(a) bonds of 2009 Credit Agreement Series executed on behalf of the Company by its President or a Vice-President and/or by its Secretary or an Assistant Secretary may be so executed by the facsimile signature of such President or Vice-President and/or of such Secretary or Assistant Secretary, as the case may be, of the Company, or of any person or persons who shall have been such officer or officers, as the case may be, of the Company on or subsequent to the date of this supplemental indenture, notwithstanding that he or they may have ceased to be such officer or officers of the Company at the time of the actual execution, authentication, issue or delivery of any of such bonds, and any such facsimile signature or signatures of any such officer or officers on any such bonds shall constitute execution of such bonds on behalf of the Company by such officer or officers of the Company for the purposes of the Indenture, as hereby amended, and shall be valid and effective for all purposes, provided that all bonds shall always be executed on behalf of the Company by the signature, manual or facsimile, of its President or a Vice-President and of its Secretary or an Assistant Secretary, and provided, further, that none of such bonds shall be executed on behalf of the Company by the same officer or person acting in more than one capacity; and

(b) such corporate seal of the Company may be a facsimile, and any bonds of 2009 Credit Agreement Series on which such facsimile seal shall be affixed, impressed, imprinted or reproduced shall be deemed to be sealed with the corporate seal of the Company for the purposes of the Indenture, as hereby amended, and such facsimile seal shall be valid and effective for all purposes.

Section 1.7 As provided in Section 8.4 of the Credit Agreement, the Agent shall surrender the bonds of 2009 Credit Agreement Series to the Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

Article II

Section 2.1 Sections 10 and 16 of Article III of the Indenture are, and each of them is, hereby amended by striking out the words “Series 1997-2, Senior Notes Series AA-1, Senior Notes Series AA-2, Senior Notes Series BB, Environmental Improvement Series 2004, Senior Notes Series CC, 2006 Credit Agreement Series and 2007 Credit Agreement Series” wherever the same occur in each of said sections, and by inserting, in lieu thereof, the words “Series 1997-2, Senior Notes Series AA-2, Senior Notes Series BB, Senior Notes Series CCs and 2009 Credit Agreement Series” and the Company hereby covenants and agrees to observe and comply with the provisions of said sections as hereby amended.

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Article III

Section 3.1 The provisions of this supplemental indenture shall become and be effective from and after the execution hereof, and the Indenture, as hereby amended, shall remain in full force and effect.

Section 3.2 Each reference in the Indenture, or in this supplemental indenture, to any article, section, term or provision of the Indenture shall mean and be deemed to refer to such article, section, term or provision of the Indenture, as hereby amended, except where the context otherwise indicates.

Section 3.3 All the covenants, provisions, stipulations and agreements in this supplemental indenture contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and of the holders and Registered Owners from time to time of the bonds of 2009 Credit Agreement Series and of the coupons issued and outstanding from time to time under and secured by the Indenture, as hereby amended, and the Agent, for the benefit of the Lenders under the Credit Agreement.

This supplemental indenture has been executed in a number of identical counterparts, each of which so executed shall be deemed to be an original.

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At the time of the execution of this supplemental indenture, the aggregate principal amount of all indebtedness of the Company outstanding, or to be presently outstanding, under and secured by the Indenture, as hereby amended and supplemented, is $446,500,000, evidenced by First Mortgage Bonds of the series listed below, issued by the Company under said Indenture and now outstanding or to be presently issued by it under said Indenture, as follows:

Series	Interest Rate (%)		Maturity Date	Principal Amount ($)
1997-2	7.61		June 1, 2017	40,000,000
Senior Notes AA-2	6.125	%	December 15, 2028	60,000,000
Senior Notes BB	6.625	%	June 15, 2011	150,000,000
Senior Notes CC	6.70	%	June 15, 2036	61,500,000
2009 Credit Agreement	*		*	135,000,000
			Total	446,500,000

* As determined in accordance with the Credit Agreement.

Section 3.4 The Company acknowledges and intends that all advances made to it by the Lenders under the Credit Agreement, including future advances whenever hereafter made, shall be a lien from the time this Supplemental Indenture is recorded, as provided in Section 15-1302(b)(1) of the Illinois Mortgage Foreclosure Law (the “Act”), 735 ILCS 15-1101, et seq. The amount of the bonds of the 2009 Credit Agreement Series which comprises the principal amount then outstanding of the Obligations under the Credit Agreement constitutes revolving credit indebtedness secured by a mortgage on real property, pursuant to the terms and conditions of 205 ILCS 5/5d from the date of this Supplemental Indenture.

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In WITNESS WHEREOF, said Central Illinois Public Service Company has caused this instrument to be executed in its corporate name by its President or a Vice President and its corporate seal or a facsimile thereof to be hereunto affixed and to be attested by its Secretary or an Assistant Secretary, and said U.S. Bank National Association, for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has caused this instrument to be executed in its corporate name by one of its Vice Presidents and to be attested by one of its Assistant Vice Presidents, and said Richard Prokosch, for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has signed this instrument; all as of the day and year first above written.

Central Illinois Public Service Company
By	/s/ Jerre E. Birdsong
Name:	Jerre E. Birdsong
Title:	Vice President and Treasurer

(Corporate Seal)

Attest:
By:	/s/ G. L. Waters
Name:	G. L. Waters
Title:	Assistant Secretary

U.S. Bank National Association
By:	/s/ Richard Prokosch
Name:	Richard Prokosch
Title:	Vice President

Attest:
By:	/s/ Darlene Garsteig
Name:	Darlene Garsteig
Title:	Assistant Vice President

By:	/s/ Richard Prokosch
	Richard Prokosch

State of Missouri	)
	)	SS
City of St. Louis	)

I, Debby Anzalone, a Notary Public, do hereby certify that Jerre E. Birdsong, Vice President and Treasurer of Central Illinois Public Service Company, a corporation organized and existing under the laws of the State of Illinois, and G. L. Waters, Assistant Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal this 22^nd day of June, 2009, in the City and State aforesaid.

/s/ Debby Anzalone      

Debby Anzalone

Notary Public

(Notarial Seal)

My commission expires May 4, 2010

State of Minnesota	)
	)	SS
County of Ramsey	)

I, Denise R. Landeen, a Notary Public in and for Ramsey County in the State aforesaid, do hereby certify that:

(a) Richard Prokosch, a Vice President of U.S. Bank National Association, a national banking association, and Darlene Garsteig, an Assistant Vice President of said association, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said association, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said association, for the uses and purposes therein set forth; and

(b) Richard Prokosch, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and official seal this 19^th day of June, 2009.

/s/ Denise R. Landeen      

Denise R. Landeen

Notary Public

(Notarial Seal)

My Commission expires January 31, 2012

EX-4.2

Exhibit 4.2

When recorded mail to:

Craig W. Stensland

Central Illinois Light Company

One Ameren Plaza (MC 1310)

1901 Chouteau Avenue

St. Louis, Missouri 63103

Indenture

Between

Central Illinois Light Company

and

Deutsche Bank Trust Company Americas,

as successor Trustee under Indenture of Mortgage and Deed of Trust, dated as of April 1, 1933, between Illinois Power Company and Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), as Trustee, as amended and supplemented by Indenture between the same parties, dated as of June 30, 1933, and as amended, supplemented and assumed by Indenture dated as of July 1, 1933, between Central Illinois Light Company and Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), as Trustee, and as amended and supplemented by various Indentures between the same parties bearing subsequent dates.

Dated as of June 15, 2009

This instrument was prepared by Steven R. Sullivan, Senior Vice President, General Counsel and Secretary of Central Illinois Light Company, 300 Liberty Street, Peoria, Illinois 61602, (314) 554-2098.

Indenture dated as of the 15^th day of June, 2009 (hereinafter sometimes referred to as this “Supplemental Indenture”), between Central Illinois Light Company, a corporation of the State of Illinois (hereinafter sometimes referred to as the “Company”), party of the first part, and Deutsche Bank Trust Company Americas, a corporation of the State of New York, as successor Trustee (hereinafter sometimes referred to as the “Trustee”), party of the second part, under the Indenture of Mortgage and Deed of Trust between Illinois Power Company and Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), as Trustee, dated as of April 1, 1933, as amended and supplemented by Indenture between said Illinois Power Company and said Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), dated as of June 30, 1933, and as amended, supplemented and assumed by Indenture between the Company and said Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), dated as of July 1, 1933, and as amended and supplemented by various Indentures between the Company and said Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas) bearing subsequent dates (said Indenture of Mortgage and Deed of Trust as amended, supplemented and assumed being hereinafter sometimes referred to as the “Indenture”).

WHEREAS, the Indenture provides for the issuance of bonds thereunder in one or more series, the form of which series of bonds to be substantially in the form set forth therein with such insertions, omissions and variations as the Board of Directors of the Company may determine; and

WHEREAS, the Company has entered into a 2009 Credit Agreement (as amended or otherwise modified from time to time, the “Credit Agreement”) by and among Ameren Corporation, the Company, Central Illinois Public Service Company and Illinois Power Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders, providing for the making of certain financial accommodations thereunder to the Company, and pursuant to such Credit Agreement, the Company has agreed to issue to the Agent, as evidence of and security for the Obligations (as such term is defined in the Credit Agreement) of the Company (the “Company Obligations”), a new series of bonds under the Indenture; and

WHEREAS, for such purposes, the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create a series of bonds under the Indenture to be designated as “First Mortgage Bonds, 2009 Credit Agreement Series” (hereinafter sometimes referred to as the “bonds of the 2009 Credit Agreement Series”), the bonds of which series are to be issued as registered bonds without coupons and are to bear interest as specified in the form of bond of the 2009 Credit Agreement Series set forth below and are to mature, subject to prior acceleration and redemption, on the Commitment Termination Date (as such term is defined in the Credit Agreement); and

WHEREAS, the bonds of 2009 Credit Agreement Series shall be issued to the Agent as evidence of and security for the Company Obligations under the Credit Agreement; and

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WHEREAS, the definitive registered bonds without coupons of the 2009 Credit Agreement Series (certain of the provisions of which may be printed on the reverse side thereof) and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively:

[General Form of Registered Bond of the 2009 Credit Agreement Series]

No.          $            

Notwithstanding any provisions hereof or in the Indenture this Bond is not assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement hereinafter referred to.

CENTRAL ILLINOIS LIGHT COMPANY

First Mortgage Bond, 2009 Credit Agreement Series

Illinois Commerce Commission

Identification No.: Ill. C.C. [            ]

Central Illinois Light Company, a corporation of the State of Illinois (hereinafter called the “Company”), for value received, hereby promises to pay to JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders (as defined below) under the 2009 Credit Agreement by and among Ameren Corporation, the Company, Central Illinois Public Service Company and Illinois Power Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and the Agent (as amended or otherwise modified from time to time, the “Credit Agreement”), or registered assigns, the principal amount specified above or such lesser principal amount as shall be equal to the amount of the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company outstanding on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) of the Company, but not in excess of the principal amount of this bond, and to pay interest thereon at the Interest Rate (as defined below) until the principal hereof is paid or duly made available for payment on the Commitment Termination Date or in the event of redemption of this bond, until the redemption date.

Interest on this bond shall be payable on each Interest Payment Date (as defined below), commencing on the first Interest Payment Date next succeeding the date of this bond. If the Commitment Termination Date falls on a day which is not a Business Day (as defined below), principal and any interest and/or fees payable with respect to the Commitment Termination Date will be paid on the next succeeding Business Day. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Supplemental Indenture dated as of June 15, 2009, hereinafter referred to, be paid to the person in whose name this bond (or one or more predecessor bonds) is registered at the close of business on the Record Date (as defined below); provided, however, that interest payable on the Commitment Termination Date will be payable to the person to whom the principal hereof shall be payable. Should the Company default in the payment of interest (“Defaulted Interest”), the Defaulted Interest shall be paid to the person in whose name this bond is registered on the

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Record Date to be established by the Trustee for payment of such Defaulted Interest. As used herein, (1) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (2) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (3) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (4) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

Both the principal of and the interest on this bond shall be payable, in immediately available funds, at the office of the Trustee hereinafter referred to.

This bond is to be issued and delivered to the Agent in order to evidence and secure the obligations of the Company under the Credit Agreement to make payments to the Lenders under the Credit Agreement and to provide the Lenders the benefit of the lien of the Indenture with respect to the 2009 Credit Agreement Series Bonds.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption hereof. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on this bond shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on this bond shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on this bond, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (1) that timely payment of principal of or interest on this bond has not been made, (2) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (3) the amount of the arrearage.

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This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds of the series designated in its title, all issued and to be issued under and equally secured (except as to any sinking fund established in accordance with the provisions of the Mortgage (defined below) for the bonds of any particular series) by an Indenture of Mortgage and Deed of Trust dated as of April 1, 1933, executed by Illinois Power Company to Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas) or its successor (hereinafter sometimes referred to as the “Trustee”) as Trustee, as amended by Indenture dated as of June 30, 1933, as assumed by the Company and as amended and supplemented by Indentures between the Company and the Trustee bearing subsequent dates, including the Indenture dated as of June 15, 2009 (all of which indentures are herein collectively called the “Mortgage”), to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and the terms and conditions upon which the bonds are secured.

As more fully described in the Indenture, the rights and obligations of the Company and the rights of the bondholders may be modified with the consent of the holders of not less than 60% in principal amount of the bonds adversely affected; provided, however, that no modification shall (1) extend the time, or reduce the amount, of any payment on any bond, without the consent of the holder of each bond so affected, (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Mortgage, without the consent of the holders of all bonds then outstanding, or (3) reduce the above percentage of the principal amount of bonds the holders of which are required to approve any such modification without the consent of the holders of all bonds then outstanding.

The principal hereof may be declared or may become due on the conditions, with the effect, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.

This bond is not redeemable except upon written demand of the Agent following the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations under the Credit Agreement.

In the manner and upon payment of the charges prescribed in the Mortgage, registered bonds without coupons of this series may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations of the same series, upon presentation and surrender thereof, for cancellation, to the Trustee at its principal office in the Borough of Manhattan, The City of New York, New York.

This bond shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. Subject to the restriction on transfer of this bond hereinbefore set forth, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, upon surrender and cancellation of this bond, and, thereupon, a new fully registered bond of the same series for a like

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principal amount will be issued to the transferee in exchange therefor as provided in the Mortgage, and upon payment, if the Company shall require it, of the charges therein prescribed; provided, that the Company shall not be required to exchange any bonds of this series for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds.

The Agent shall surrender this bond to the Trustee when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.

IN WITNESS WHEREOF, Central Illinois Light Company has caused this bond to be signed in its name by its President or a Vice President by a facsimile of his signature and a facsimile of its corporate seal to be printed hereon, attested by its Secretary or an Assistant Secretary by a facsimile of his signature.

Dated:
[Seal]	Central Illinois Light Company
	By
		[President]

Attest:

[Secretary]

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[Form of Trustee’s Certificate]

This bond is one of the bonds of the series designated therein, described in the within-mentioned Mortgage.

Deutsche Bank Trust Company Americas, as Trustee
By Deutsche Bank National Trust Company
By
	Authorized Officer

and

WHEREAS, all things necessary to make the bonds of the 2009 Credit Agreement Series, when authenticated by the Trustee and issued as in the Indenture provided, the valid, binding and legal obligations of the Company, entitled in all respects to the security of the Indenture, have been done and performed, and the creation, execution and delivery of this Supplemental Indenture have in all respects been duly authorized; and

WHEREAS, the Company and the Trustee deem it advisable to enter into this Supplemental Indenture for the purpose of describing the bonds of the 2009 Credit Agreement Series, and of providing the terms and conditions of redemption thereof;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Central Illinois Light Company, in consideration of the premises and of one dollar to it duly paid by the Trustee at or before the unsealing and delivery of these presents, the receipt whereof is hereby acknowledged, and of the purchase and acceptance of the bonds issued or to be issued hereunder by the holders or registered owners thereof, and in order to secure the payment both of the principal and interest of all bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance of all of the provisions of the Indenture and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, pledged, set over and confirmed and by these presents doth grant, bargain, sell, release, convey, assign, transfer, pledge, set over and confirm unto Deutsche Bank Trust Company Americas, as Trustee, and to its successor or successors in said trust, and to it and their assigns forever, all the properties of the Company located in the State of Illinois described on page 11 under the heading “Detailed Description of Additional Properties,” which is made a part hereof.

And all other real, personal and mixed, tangible and intangible of the character described in the granting clauses of the aforesaid Indenture of Mortgage and Deed of Trust dated as of April 1, 1933 or in any indenture supplemental thereto acquired by the Company on or after the date of the execution and delivery of said Indenture of Mortgage and Deed of Trust (except any in said Indenture of Mortgage and Deed of Trust or in any indenture supplemental thereto expressly excepted) now owned or hereafter acquired by the Company and wheresoever situated.

Together with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Article XI of the

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Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

To Have and to Hold all such properties, real, personal and mixed, mortgaged, pledged or conveyed by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever.

In Trust, Nevertheless, upon the terms and trusts of the Indenture, for those who shall hold the bonds and coupons issued and to be issued thereunder, or any of them, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason of priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions in reference to extended, transferred or pledged coupons and claims for interest set forth in the Indenture (and subject to any sinking funds that may be created for the benefit of any particular series).

Provided, However, and these presents are upon the condition that, if the Company, its successors or assigns, shall pay or cause to be paid, the principal of and interest on said bonds, at the times and in the manner stipulated therein and herein, and shall keep, perform and observe all and singular the covenants and promises in said bonds and in the Indenture expressed to be kept, performed and observed by or on the part of the Company, then this Supplemental Indenture and the estate and rights hereby granted shall cease, determine and be void, otherwise to be and remain in full force and effect.

It Is Hereby Covenanted, Declared and Agreed by the Company that all such bonds and coupons, if any, are to be issued, authenticated and delivered, and that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts in the Indenture set forth, and the Company, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successor or successors in such trust, for the benefit of those who shall hold said bonds and interest coupons, or any of them, as follows:

Section 1. The bonds of the 2009 Credit Agreement Series shall mature, subject to prior acceleration and redemption, on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) of the Company, shall bear interest from their date as set forth in the form of bond hereinbefore set forth, and shall be designated as the Company’s First Mortgage Bonds of the series hereinbefore set forth. Both principal of and interest on the bonds shall be payable in lawful money of the United States of America at the office of the Trustee hereinafter mentioned. Each bond of 2009 Credit Agreement Series shall be dated as of the Interest Payment Date (as defined below) thereof to which interest was paid next preceding the date of issue, unless (a) issued on an Interest Payment Date thereof to which interest was paid, in which event it shall be dated as of such issue date, or (b) issued prior to the occurrence of the first Interest Payment Date thereof to which interest was paid, in which event it shall be dated the date of original issuance.

Definitive bonds of the 2009 Credit Agreement Series will be issued, originally or otherwise, only as registered bonds without coupons in the name of the Agent as evidence of and security for the Company Obligations under the Credit Agreement; and they and the Trustee’s certificate of authentication shall be substantially in the forms hereinbefore recited, respectively.

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The bonds of the 2009 Credit Agreement Series shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. Subject to the restriction on transfer of the bonds of the 2009 Credit Agreement Series hereinbefore set forth, and in the manner and upon payment of the charges prescribed in the Indenture, registered bonds without coupons of the 2009 Credit Agreement Series may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations of the same series, upon presentation and surrender thereof for cancellation, to the Trustee at its principal office in the Borough of Manhattan, The City of New York, New York; provided, that the Company shall not be required to exchange any bonds of the 2009 Credit Agreement Series for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds. However, notwithstanding the provisions of Section 14 of the Indenture, no charge shall be made upon any transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company.

Except as set forth herein, the bonds of the 2009 Credit Agreement Series are not redeemable. Upon the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, the bonds of the 2009 Credit Agreement Series shall be redeemable in whole upon receipt by the Trustee of a written demand from the Agent stating that there has occurred under the Credit Agreement both a Default by the Company and a declaration of acceleration of the Company Obligations and demanding redemption of the bonds of 2009 Credit Agreement Series (including a description of the amount of principal, interest, fees cash collateralization obligations and other amounts which comprise such Company Obligations). The Company waives any right it may have to prior notice of such redemption under the Indenture and any other notice required under the Indenture, including notice to be given by the Company, shall be deemed satisfied by the notice given by the Agent as aforesaid. Upon surrender of the bonds of the 2009 Credit Agreement Series by the Agent to the Trustee, the bonds of 2009 Credit Agreement Series shall be redeemed at a redemption price equal to the aggregate amount of the Company Obligations.

Section 2. The principal amount of bonds of the 2009 Credit Agreement Series outstanding from time to time shall always be equal to $150,000,000 or such lesser principal amount as shall be equal to the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company on the Commitment Termination Date, but not in excess of $150,000,000.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption as provided in this Supplemental Indenture. If at any time any permanent reduction of the Borrower Sublimit of the Company or the Borrower Credit Exposure of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

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The obligation of the Company to make payments with respect to the interest on the bonds of 2009 Credit Agreement Series shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on the bonds of 2009 Credit Agreement Series shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on the bonds of 2009 Credit Agreement Series, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (a) that timely payment of principal of or interest on the bonds of 2009 Credit Agreement Series has not been made, (b) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (c) the amount of the arrearage.

As used herein, (A) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (B) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (C) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (D) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

At any time that a bond of the 2009 Credit Agreement Series is surrendered to the Trustee other than in connection with the redemption thereof, in connection with the Trustee’s enforcement of rights after a completed default under the Mortgage or in connection with the exchange of that bond as provided in Section 1 hereof, such bond shall be cancelled by the Trustee and shall be treated for all intents and purposes as if it has never been issued. In the event that only a portion of a bond of the 2009 Credit Agreement Series is so surrendered, the Trustee shall deliver without charge to the Agent a new bond of the 2009 Credit Agreement Series in an aggregate principal amount equal to the difference between the principal amount of the portion of the bond of the 2009 Credit Agreement Series so surrendered and the principal amount of such bond prior to such surrender.

As provided in Section 8.4 of the Credit Agreement, the Agent shall surrender the bonds of 2009 Credit Agreement Series to the Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

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Section 3. As supplemented and amended by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and this Supplemental Indenture and all the terms and conditions herein contained shall be deemed a part thereof.

Section 4. Except as herein otherwise expressly provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture, other than as set forth in the Indenture as heretofore amended and supplemented. The Trustee shall not be responsible for the recitals herein or in the bonds (other than in the authentication certificate of the Trustee), all of which are made by the Company solely.

Section 5. This Supplemental Indenture may be executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

Section 6. The Company acknowledges and intends that all advances made to it by the Lenders under the Credit Agreement, including future advances whenever hereafter made, shall be a lien from the time this Supplemental Indenture is recorded, as provided in Section 15-1302(b)(1) of the Illinois Mortgage Foreclosure Law (the “Act”), 735 ILCS 15-1101, et seq. The amount of the bonds of the 2009 Credit Agreement Series which comprises the principal amount then-outstanding of the Obligations under the Credit Agreement constitutes revolving credit indebtedness secured by a mortgage on real property, pursuant to the terms and conditions of 205 ILCS 5/5d from the date of this Supplemental Indenture.

Section 7. The Company shall provide the Trustee with copies of the Credit Agreement and any amendments thereto as soon as practicable after such Credit Agreement or amendment is entered into and the Trustee in performing its duties hereunder shall be entitled to rely on the latest copy of the Credit Agreement and any amendments thereto received from the Company. To the extent not identified in the Credit Agreement or amendment, as provided in the preceding sentence, the Company will inform the Trustee of any change in the identity of the Agent and the Trustee shall be entitled to conclusively rely on the notice or instructions received from the Agent pursuant to the Credit Agreement or amendment.

Detailed Description of Additional Properties

A PART OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP TWENTY SEVEN NORTH, RANGE THREE WEST OF THE THIRD PRINCIPAL MERIDIAN MORE PARTICULARY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 26: THENCE SOUTH 90-00’00” WEST (BEARING ASSUMED FOR THE PURPOSE OF DESCRIPTION ONLY) ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 26, 300.00 FEET; THENCE NORTH 00-32’-22” EAST, 300.00 FEET; THENCE NORTH 90-00’-00” EAST,

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300.00 FEET TO THE EAST LINE OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 26; THENCE SOUTH 00-32’-22” WEST ALONG SAID EAST LINE, 300.00 FEET; TO THE POINT OF BEGINNING, SAID TRACT CONTAINING 2.066 ACRES, MORE OR LESS, SUBJECT TO THAT PORTION USED AS A PUBLIC ROAD RIGHT OF WAY, ALONG THE SOUTH SIDE OF SAID TRACT, SITUATE LYING, AND BEING IN THE COUNTY OF WOODFORD AND STATE OF ILLINOIS.

Part P.I.N. # 08-26-400-006

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IN WITNESS WHEREOF, Central Illinois Light Company, party of the first part hereto, and Deutsche Bank Trust Company Americas, party of the second part hereto, have caused these presents to be executed in their respective names by their respective Presidents or one of their Vice Presidents or one of their Assistant Vice Presidents and their respective seals to be hereunto affixed and attested by their respective Secretaries or one of their Assistant Secretaries or one of their Associates, all as of the day and year first above written.

Central Illinois Light Company
By	/s/ Jerre E. Birdsong
Name:	Jerre E. Birdsong
Title:	Vice President and Treasurer

[Seal] Attest:
	/s/ Craig W. Stensland
	Name:	Craig W. Stensland
	Title:	Assistant Secretary

Deutsche Bank Trust Company Americas, as Trustee
By Deutsche Bank National Trust Company
By	/s/ Irina Golovashchuk
Name:	Irina Golovashchuk
Title:	Assistant Vice President
By	/s/ David Contino
Name:	David Contino
Title:	Vice President

[Seal] Attest:
	/s/ Chris Niesz
	Name:	Chris Niesz
	Title:	Associate

State of Missouri	)
	)	SS
City of St. Louis	)

I, Carla J. Flinn, a Notary Public, do hereby certify that Jerre E. Birdsong, Vice President and Treasurer of Central Illinois Light Company, a corporation organized and existing under the laws of the State of Illinois, and Craig W. Stensland, Assistant Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal this 22^nd day of June, 2009, in the City and State aforesaid.

/s/ Carla J. Flinn

Notary Public

(Notarial Seal)

Commission # 06399906

My Commission expires 4/20/2010

State of New Jersey	)
	)	SS
County of Monmouth	)

I, Jeffrey Schoenfeld, a Notary Public in and for Union County in the State aforesaid, do hereby certify that:

Irina Golovashcuk, an Assistant Vice President of Deutsche Bank National Trust Company, signing on behalf of Deutsche Bank Trust Company America, and David Contino , a Vice President of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal this 22^nd day of June, 2009.

/s/ Jeffrey Schoenfeld

Notary Public

(Notarial Seal)

My Commission expires August 17, 2012

EX-4.3

Exhibit 4.3

WHEN RECORDED MAIL TO:

Illinois Power Company

Craig W. Stensland

One Ameren Plaza (MC 1310)

1901 Chouteau Avenue

St. Louis, Missouri 63103

ILLINOIS POWER COMPANY

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

formerly

BNY Midwest Trust Company, As Successor Trustee To Harris Trust And Savings Bank

SUPPLEMENTAL INDENTURE

DATED AS OF JUNE 15, 2009

TO

GENERAL MORTGAGE INDENTURE AND DEED OF TRUST

DATED AS OF NOVEMBER 1, 1992

This instrument was prepared by Steven R. Sullivan, Senior Vice President, General Counsel and Secretary of Illinois Power Company c/o Ameren Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

SUPPLEMENTAL INDENTURE dated as of June 15, 2009 (“Supplemental Indenture”), made by and between ILLINOIS POWER COMPANY, a corporation organized and existing under the laws of the State of Illinois (the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking corporation, formerly BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, as successor trustee to Harris Trust and Savings Bank, a corporation organized and existing under the laws of the State of Illinois (the “Trustee”), as Trustee under the General Mortgage Indenture and Deed of Trust dated as of November 1, 1992, hereinafter mentioned, party of the second part;

WHEREAS, the Company has heretofore executed and delivered its General Mortgage Indenture and Deed of Trust dated as of November 1, 1992 as from time to time amended and supplemented (the “Indenture”), to the Trustee, for the security of the Bonds of the Company issued and to be issued thereunder (the “Bonds”); and

WHEREAS, pursuant to the terms and provisions of the Indenture there were created and authorized by supplemental indentures thereto bearing the following dates, respectively, the Mortgage Bonds of the series issued thereunder and respectively identified opposite such dates:

DATE OF SUPPLEMENTAL INDENTURE	IDENTIFICATION OF SERIES	CALLED
February 15, 1993	8% Series due 2023 (redeemed)	Bonds of the 2023 Series
March 15, 1993	6 1/8% Series due 2000 (paid at maturity)	Bonds of the 2000 Series
March 15, 1993	6 3/4% Series due 2005 (paid at maturity)	Bonds of the 2005 Series
July 15, 1993	7 1/2% Series due 2025 (redeemed)	Bonds of the 2025 Series
August 1, 1993	6 1/2% Series due 2003 (paid at maturity)	Bonds of the 2003 Series
October 15, 1993	5 5/8% Series due 2000 (paid at maturity)	Bonds of the Second 2000 Series
November 1, 1993	Pollution Control Series M (redeemed)	Bonds of the Pollution Control Series M
November 1, 1993	Pollution Control Series N (redeemed)	Bonds of the Pollution Control Series N
November 1, 1993	Pollution Control Series O (redeemed)	Bonds of the Pollution Control Series O

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DATE OF SUPPLEMENTAL INDENTURE	IDENTIFICATION OF SERIES	CALLED
April 1, 1997	Pollution Control Series P	Bonds of the Pollution Control Series P
April 1, 1997	Pollution Control Series Q	Bonds of the Pollution Control Series Q
April 1, 1997	Pollution Control Series R	Bonds of the Pollution Control Series R
March 1, 1998	Pollution Control Series S	Bonds of the Pollution Control Series S
March 1, 1998	Pollution Control Series T	Bonds of the Pollution Control Series T
July 15, 1998	6 1/4% Series due 2002 (paid at maturity)	Bonds of the 2002 Series
September 15, 1998	6% Series due 2003 (paid at maturity)	Bonds of the Second 2003 Series
June 15, 1999	7.50% Series due 2009	Bonds of the 2009 Series
July 15, 1999	Pollution Control Series U	Bonds of the Pollution Control Series U
July 15, 1999	Pollution Control Series V (redeemed)	Bonds of the Pollution Control Series V
May 1, 2001	Pollution Control Series W	Bonds of the Pollution Control Series W
May 1, 2001	Pollution Control Series X	Bonds of the Pollution Control Series X
July 1, 2002	10 5/8% Series due 2007 (not issued)	Bonds of the 2007 Series
July 1, 2002	10 5/8% Series due 2012 (not issued)	Bonds of the 2012 Series
December 15, 2002	11.50% Series due 2010	Bonds of the 2010 Series

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June 1, 2006	Mortgage Bonds, Senior Notes Series AA	Bonds of Series AA
August 1, 2006	Mortgage Bonds, 2006 Credit Agreement Series Bonds (redeemed)	2006 Credit Agreement Series Bonds
March 1, 2007	Mortgage Bonds, 2007 Credit Agreement Series Bonds (redeemed)	2007 Credit Agreement Series Bonds
November 15, 2007	Mortgage Bonds, Senior Notes Series BB	Bonds of Series BB
April 1, 2008	Mortgage Bonds, Senior Notes Series CC	Bonds of Series CC
October 1, 2008	Mortgage Bonds, Senior Notes Series DD	Bonds of Series DD

and

WHEREAS, a supplemental indenture with respect to the Bonds of the 2007 Series and the Bonds of the 2012 Series listed above was executed and filed but such Bonds of the 2007 Series and Bonds of the 2012 Series were never issued and a release with respect to such supplemental indenture was subsequently executed and filed; and

WHEREAS, the Company has entered into a 2009 Credit Agreement (as amended or otherwise modified from time to time, the “Credit Agreement”) by and among Ameren Corporation, the Company, Central Illinois Light Company and Central Illinois Public Service Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders, providing for the making of certain financial accommodations thereunder to the Company, and pursuant to such Credit Agreement, the Company has agreed to issue to the Agent, as evidence of and security for the Obligations (as such term is defined in the Credit Agreement) of the Company (the “Company Obligations”), a new series of Bonds under the Indenture; and

WHEREAS, for such purposes, the Company desires to create a new series of Bonds to be issued under the Indenture to be known as Mortgage Bonds, 2009 Credit Agreement Series (the “2009 Credit Agreement Series Bonds”); and

WHEREAS, the 2009 Credit Agreement Series Bonds shall be issued to the Agent as evidence of and security for the Company Obligations under the Credit Agreement; and

WHEREAS, the Company, in the exercise of the powers and authority conferred upon and reserved to it under the provisions of the Indenture, and pursuant to appropriate resolutions of the Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee this Supplemental Indenture in the form hereof for the purposes herein provided; and

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WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument have been done, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE

WITNESSETH:

THAT Illinois Power Company, in consideration of the purchase and ownership from time to time of the Bonds and the service by the Trustee, and its successors, under the Indenture and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trust under the Indenture, for the benefit of those who shall hold the Bonds as follows:

ARTICLE I

DESCRIPTION OF 2009 CREDIT AGREEMENT SERIES BONDS.

SECTION 1. The Company hereby creates a new series of Bonds to be known as “2009 Credit Agreement Series Bonds.” The 2009 Credit Agreement Series Bonds shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Indenture, as amended and supplemented. The 2009 Credit Agreement Series Bonds shall be issued only to and in the name of the Agent under the Credit Agreement to evidence and secure any and all Company Obligations under the Credit Agreement.

The 2009 Credit Agreement Series Bonds shall be dated as of the Interest Payment Date (as defined below) thereof to which interest was paid next preceding the date of issue, unless (a) issued on an Interest Payment Date thereof to which interest was paid, in which event it shall be dated as of such issue date, or (b) issued prior to the occurrence of the first Interest Payment Date thereof to which interest was paid, in which event it shall be dated the date of original issuance.

The 2009 Credit Agreement Series Bonds shall be issued in the aggregate principal amount of $350,000,000 and shall mature on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) applicable to the Company.

The 2009 Credit Agreement Series Bonds shall bear interest from their date as set forth in the form thereof hereinafter recited. Interest on the 2009 Credit Agreement Series Bonds shall be payable on each Interest Payment Date (defined below), commencing on the first Interest Payment Date next succeeding the date of the 2009 Credit Agreement Series Bonds. Payment of principal on the 2009 Credit Agreement Series Bonds shall be due on the

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Commitment Termination Date. If the Commitment Termination Date falls on a day which is not a Business Day (as defined below), principal and any interest and/or fees payable by the Company with respect to the Commitment Termination Date will be paid on the next succeeding Business Day.

Both the principal of and the interest on the 2009 Credit Agreement Series Bonds shall be payable at the times and in the manner set forth in the form of bond set out herein and in immediately available funds at the office or agency of the Trustee, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption as provided in this Supplemental Indenture. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on the 2009 Credit Agreement Series Bonds shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on the 2009 Credit Agreement Series Bonds shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on the 2009 Credit Agreement Series Bonds, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (a) that timely payment of principal of or interest on the 2009 Credit Agreement Series Bonds has not been made, (b) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (c) the amount of the arrearage.

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As used herein, (A) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (B) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (C) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (D) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

The 2009 Credit Agreement Series Bonds shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. The 2009 Credit Agreement Series Bonds are exchangeable by the Registered Owner thereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, upon the surrender and cancellation of said bonds and the payment of any stamp tax or other governmental charge, and upon any such exchange a new registered bond or bonds without coupons, of the same series and maturity and for the same aggregate principal amount, will be issued in exchange theretofore; provided, that the Company shall not be required to exchange any 2009 Credit Agreement Series Bonds for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds.

As provided in Section 8.4 of the Credit Agreement, the Agent shall surrender the 2009 Credit Agreement Series Bonds to the Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

SECTION 2. The 2009 Credit Agreement Series Bonds and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:

[FORM OF FACE OF BOND]

ILLINOIS POWER COMPANY

(Incorporated under the laws of the State of Illinois)

Illinois Commerce Commission

Identification No.: Ill. C.C. No. ____

Notwithstanding any provisions hereof or in the Indenture

this Bond is not assignable or transferable except to a successor Agent appointed in

accordance with the Credit Agreement hereinafter referred to.

MORTGAGE BONDS, 2009 CREDIT AGREEMENT SERIES

No. ________ $ 350,000,000

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ILLINOIS POWER COMPANY, a corporation organized and existing under the laws of the State of Illinois (the “Company”), which term shall include any successor corporation as defined in the Indenture hereinafter referred to, for value received, hereby promises to pay to JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders (as defined below) under the 2009 Credit Agreement by and among Ameren Corporation, the Company, Central Illinois Light Company and Central Illinois Public Service Company, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (as amended or otherwise modified from time to time, the “Credit Agreement”), or registered assigns, the principal sum of $350,000,000 or such lesser principal amount as shall be equal to the amount of the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company outstanding on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) of the Company, but not in excess of the principal amount of this Bond, and to pay interest thereon at the Interest Rate (as defined below) until the principal hereof is paid or duly made available for payment on the Commitment Termination Date or in the event of redemption of this Bond, until the redemption date.

Interest on this Bond shall be payable on each Interest Payment Date (as defined below), commencing on the first Interest Payment Date next succeeding the date of this Bond. If the Commitment Termination Date falls on a day which is not a Business Day (as defined below), principal and any interest and/or fees payable with respect to the Commitment Termination Date will be paid on the next succeeding Business Day. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Supplemental Indenture dated as of June 15, 2009, hereinafter referred to, be paid to the person in whose name this Bond (or one or more predecessor bonds) is registered at the close of business on the Record Date (as defined below); provided, however, that interest payable on the Commitment Termination Date will be payable to the person to whom the principal hereof shall be payable. Should the Company default in the payment of interest (“Defaulted Interest”), the Defaulted Interest shall be paid to the person in whose name this Bond is registered on the Record Date to be established by the Trustee for payment of such Defaulted Interest.

As used herein, (i) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (ii) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (iii) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (iv) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

Both the principal of and the interest on this Bond shall be payable in immediately available funds at the office or agency of the Trustee, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

This Bond is to be issued and delivered to the Agent in order to evidence and secure the obligations of the Company under the Credit Agreement to make payments to the Lenders under the Credit Agreement and to provide the Lenders the benefit of the lien of the Indenture with respect to the 2009 Credit Agreement Series Bonds.

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The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption hereof. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on this Bond shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on this Bond shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on this Bond, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (i) that timely payment of principal of or interest on this Bond has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (iii) the amount of the arrearage.

The Agent shall surrender this Bond to the Trustee when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

This Bond shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the form of certificate endorsed hereon shall have been signed by or on behalf of The Bank of New York Mellon Trust Company, N.A., formerly BNY Midwest Trust Company, as successor trustee to Harris Trust and Savings Bank, the Trustee under the Indenture, or a successor trustee thereto under the Indenture (the “Trustee”).

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The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, Illinois Power Company has caused this Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the aforesaid Indenture, and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in such Indenture on the date hereof.

Dated June [__], 2009

ILLINOIS POWER COMPANY
By:
	AUTHORIZED EXECUTIVE OFFICER

ATTEST:
By:
	AUTHORIZED EXECUTIVE OFFICER

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is one of the Bonds of the series designated therein referred to in the within-mentioned Indenture and the Supplemental Indenture dated as of June 15, 2009.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Formerly, BNY Midwest Trust Company, successor trustee to Harris Trust and Savings Bank,
TRUSTEE,
By:
	AUTHORIZED SIGNATORY

[FORM OF REVERSE OF BOND]

This Bond is one of a duly authorized issue of Bonds of the Company (the “Bonds”) in unlimited aggregate principal amount, of the series hereinafter specified, all issued and to be issued under and equally secured by the General Mortgage Indenture and Deed of Trust (the “Indenture”), dated as of November 1, 1992, executed by the Company to The Bank of New York Mellon Trust Company, N.A., formerly BNY Midwest Trust Company, as successor

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trustee to Harris Trust and Savings Bank (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of registered owners of the Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This Bond is one of a series designated as the “Mortgage Bonds, 2009 Credit Agreement Series” (the “2009 Credit Agreement Series Bonds”) of the Company, in an aggregate principal amount of $350,000,000 issued under and secured by the Indenture and described in the Supplemental Indenture dated as of June 15, 2009 (the “Supplemental Indenture of June 15, 2009”), between the Company and the Trustee, supplemental to the Indenture.

This 2009 Credit Agreement Series Bond is not redeemable except upon written demand of the Agent following the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, as provided under the Credit Agreement.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

ARTICLE II

REDEMPTION.

SECTION 1. Except as set forth herein, the 2009 Credit Agreement Series Bonds are not redeemable. Upon the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, the 2009 Credit Agreement Series Bonds shall be redeemable in whole upon receipt by the Trustee of a written demand from the Agent stating that there has occurred under the Credit Agreement both a Default by the Company and a declaration of acceleration of the Company Obligations and demanding redemption of the 2009 Credit Agreement Series Bonds (including a description of the amount of principal, interest, fees cash collateralization obligations and other amounts which comprise such Company Obligations). The Company waives any right it may have to prior notice of such redemption under the Indenture and any other notice required under the Indenture, including notice to be given by the Company, shall be deemed satisfied by the notice given by the Agent as aforesaid. Upon surrender of the 2009 Credit Agreement Series Bonds by the Agent to the Trustee, the 2009 Credit Agreement Series Bonds shall be redeemed at a redemption price equal to the aggregate amount of the Company Obligations.

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ARTICLE III

ISSUE OF 2009 CREDIT AGREEMENT SERIES BONDS.

SECTION 1. The Company hereby exercises the right to obtain the authentication of $350,000,000 principal amount of additional Bonds pursuant to the terms of Section 4.04 of the Indenture, all of which shall be 2009 Credit Agreement Series Bonds.

SECTION 2. Such 2009 Credit Agreement Series Bonds may be authenticated and delivered prior to the filing for recordation of this Supplemental Indenture.

ARTICLE IV

THE TRUSTEE.

The Trustee hereby accepts the trusts hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Indenture set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article Eleven of the Indenture shall apply to this Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture.

ARTICLE V

MISCELLANEOUS PROVISIONS.

This Supplemental Indenture may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

The Company acknowledges and intends that all advances made to it by the Lenders under the Credit Agreement, including future advances whenever hereafter made, shall be a lien from the time this Supplemental Indenture is recorded, as provided in Section 15-1302(b)(1) of the Illinois Mortgage Foreclosure Law (the “Act”), 735 ILCS 15-1101, et seq. The amount of the bonds of the 2009 Credit Agreement Series which comprises the principal amount then outstanding of the Obligations under the Credit Agreement constitutes revolving credit indebtedness secured by a mortgage on real property, pursuant to the terms and conditions of 205 ILCS 5/5d from the date of this Supplemental Indenture.

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IN WITNESS WHEREOF, said Illinois Power Company has caused this Supplemental Indenture to be executed on its behalf by an Authorized Executive Officer as defined in the Indenture, and this Supplemental Indenture to be attested by an Authorized Executive Officer as defined in the Indenture; and said The Bank of New York Mellon Trust Company, N.A., formerly BNY Midwest Trust Company, as successor trustee to Harris Trust and Savings Bank, in evidence of its acceptance of the trust hereby created, has caused this Supplemental Indenture to be executed on its behalf by its President or one of its Vice Presidents and this Supplemental Indenture to be attested by its Secretary or one of its Vice Presidents; all as of the 15^th day of June, 2009.

ILLINOIS POWER COMPANY
By:	/s/ Jerre E. Birdsong
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

ATTEST:
By:	/s/ G.L. Waters
Name: G. L. Waters
Title: Assistant Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Formerly, BNY Midwest Trust Company, successor trustee to Harris Trust and Savings Bank,
TRUSTEE
By:	/s/ M. Callahan
	AUTHORIZED SIGNATORY

ATTEST:
By:	/s/ L. Garcia
Name: L. Garcia
Title: Vice President

STATE OF MISSOURI	)
	)        SS.
CITY OF ST. LOUIS	)

BE IT REMEMBERED, that on this 22^nd day of June, 2009, before me, the undersigned, a Notary Public within and for the City and State aforesaid, personally came Jerre E. Birdsong, Vice President and Treasurer and G. L. Waters, Assistant Secretary, of Illinois Power Company, a corporation duly organized, incorporated and existing under the laws of the State of Illinois, who are personally known to me to be such officers, and who are personally known to me to be the same persons who executed as such officers the within instrument of writing, and such persons duly acknowledged that they signed and delivered the said instrument as their free and voluntary act as such officers and as the free and voluntary act of said Illinois Power Company for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written.

By:	/s/ Carolyn J. Shannon
	NOTARY PUBLIC

My Commission Expires on 3/2/2012.

(NOTARIAL SEAL)

STATE OF ILLINOIS )	)
	)        SS.
COUNTY OF COOK	)

BE IT REMEMBERED, that on this 22^nd day of June, 2009, before me, the undersigned, a Notary Public within and for the County and State aforesaid, personally came M. Callahan, Authorized Signatory and L. Garcia, Vice President, of The Bank of New York Mellon Trust Company, N.A., formerly BNY Midwest Trust Company, a corporation duly organized, incorporated and existing under the laws of the State of Illinois, who are personally known to me to be the same persons who executed as such officers the within instrument of writing, and such persons duly acknowledged that they signed, sealed and delivered the said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said The Bank of New York Mellon Trust Company, N.A., for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written.

By:	/s/ T. Mosterd
	NOTARY PUBLIC, COOK COUNTY, ILLINOIS

My Commission Expires on 1/22/2013

(NOTARIAL SEAL)

EX-10.1

Exhibit 10.1

Revised Schedule I to Second Amended and Restated

Ameren Corporation Change of Control Severance Plan

SCHEDULE I

CHANGE OF CONTROL

SEVERANCE PLAN PARTICIPANTS

Benefit Level - 3
Baxter, Warner L.	Moehn, Michael
Cisel, Scott A.	Naslund, Charles D.
Cole, Daniel F.	Nelson, Gregory L.
Heflin, Adam C.	Rainwater, Gary L
Lyons, Martin J.	Sullivan, Steven R.
Mark, Richard J.	Voss, Thomas R.

Benefit Level - 2
Barnes, Lynn M.	Mosier, Don M.
Birdsong, Jerre E.	Mueller, Michael G.
Birk, Mark C.	Neff, Robert K.
Borkowski, Maureen A.	Nelson, Craig D.
Brawley, Mark	Ogden, Stan E.
Bremer, Charles A.	Pate, Ron D.
DeGraw, Kevin	Power, Joseph M.
Diya, Fadi M.	Prebil, William J.
Evans, Ronald K.	Schepers, David J.
Fey, John R.	Schukar, Shawn E.
Foss, Karen C.	Serri, Andrew M.
Glaeser, Scott A.	Sobule, James A.
Iselin, Christopher A.	Steinke, Bruce A.
Kidwell, Stephen M.	Weisenborn, Dennis W.
Lindgren, Mark C.	Zdellar, Ronald C.
Menne, Michael L.

EX-10.2

Exhibit 10.2

EXECUTION VERSION

CREDIT AGREEMENT

DATED AS OF JUNE 30, 2009

among

AMEREN CORPORATION

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

CENTRAL ILLINOIS LIGHT COMPANY

ILLINOIS POWER COMPANY

as Borrowers

THE LENDERS FROM TIME TO TIME PARTIES HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Agent

BARCLAYS BANK PLC

as Syndication Agent

BANK OF AMERICA, N.A.,

GOLDMAN SACHS BANK USA,

MORGAN STANLEY BANK, N.A. and

UBS LOAN FINANCE LLC,

as Documentation Agents

J. P. MORGAN SECURITIES INC.

and

BARCLAYS CAPITAL,

AS JOINT ARRANGERS AND JOINT BOOKRUNNERS

ARTICLE I	DEFINITIONS	1
1.1.	Certain Defined Terms	1
1.2.	Plural Forms	23
ARTICLE II	THE CREDITS	23
2.1.	Commitment	23
2.2.	Required Payments; Termination	23
2.3.	Loans	24
2.4.	[omitted]	24
2.5.	[omitted]	24
2.6.	Letters of Credit	24
2.7.	Types of Advances	29
2.8.	Facility Fee; Letter of Credit Fees; Reductions in Aggregate Commitment and Borrower Sublimits	29
2.9.	Minimum Amount of Each Advance	30
2.10.	Optional Principal Payments	31
2.11.	Method of Selecting Types and Interest Periods for New Revolving Advances	31
2.12.	Conversion and Continuation of Outstanding Revolving Advances; No Conversion or Continuation of Eurodollar Advances After Default	31
2.13.	Interest Rates, etc.	32
2.14.	Rates Applicable After Default	32
2.15.	Funding of Loans; Method of Payment	33
2.16.	Noteless Agreement; Evidence of Indebtedness	33
2.17.	Telephonic Notices	34
2.18.	Interest Payment Dates; Interest and Fee Basis	34
2.19.	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans	34
2.20.	Lending Installations	35
2.21.	Non-Receipt of Funds by the Agent	35
2.22.	Replacement of Lender	35
2.23.	[omitted]	36
2.24.	Commitment Increases	36
2.25.	Defaulting Lenders	37
ARTICLE III	YIELD PROTECTION; TAXES	38
3.1.	Yield Protection	38
3.2.	Changes in Capital Adequacy Regulations	39
3.3.	Availability of Types of Advances	40
3.4.	Funding Indemnification	40
3.5.	Taxes	41
3.6.	Lender Statements; Survival of Indemnity	43
3.7.	Alternative Lending Installation	44
3.8.	Allocation of Amounts Payable Among Borrowers	44

ARTICLE IV	CONDITIONS PRECEDENT	44
4.1.	Closing Date	44
4.2.	Effectiveness of Lender Obligations as to the Company	45
4.3.	Accession Dates	46
4.4.	Each Credit Extension	49
ARTICLE V	REPRESENTATIONS AND WARRANTIES	49
5.1.	Existence and Standing	49
5.2.	Authorization and Validity	50
5.3.	No Conflict; Government Consent	50
5.4.	Financial Statements	50
5.5.	Material Adverse Change	51
5.6.	Taxes	51
5.7.	Litigation and Contingent Obligations	51
5.8.	Subsidiaries	51
5.9.	ERISA	51
5.10.	Accuracy of Information	52
5.11.	Regulation U	52
5.12.	Material Agreements	52
5.13.	Compliance With Laws	52
5.14.	Ownership of Properties	52
5.15.	Plan Assets; Prohibited Transactions	52
5.16.	Environmental Matters	53
5.17.	Investment Company Act	53
5.18.	Regulatory Matters	53
5.19.	Insurance	54
5.20.	No Default or Unmatured Default	54
5.21.	Collateral Matters	54
ARTICLE VI	COVENANTS	59
6.1.	Financial Reporting	59
6.2.	Use of Proceeds and Letters of Credit	60
6.3.	Notice of Default	61
6.4.	Conduct of Business	61
6.5.	Taxes	61
6.6.	Insurance	61
6.7.	Compliance with Laws; Federal Energy Regulatory Commission and Illinois Commerce Commission Authorization	61
6.8.	Maintenance of Properties	62
6.9.	Inspection; Keeping of Books and Records	62
6.10.	Merger	62
6.11.	Dispositions of Assets	63
6.12.	Indebtedness of Project Finance Subsidiaries, Investments in Project Finance Subsidiaries or Non Material Subsidiaries and Other Investments; Acquisitions	65

ii

6.13.	Liens	67
6.14.	Affiliates	70
6.15.	Financial Contracts	70
6.16.	Subsidiary Covenants	70
6.17.	Leverage Ratio	71
6.18.	Further Assurances	71
6.19.	[omitted]	72
6.20.	Amendments of Collateral Documents	72
6.21.	[omitted]	73
6.22.	CILCO Preferred Stock	73
6.23.	Funds From Operations Ratio	73
ARTICLE VII	DEFAULTS	73
ARTICLE VIII	ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES	77
8.1.	Acceleration	77
8.2.	Amendments	78
8.3.	Preservation of Rights	79
8.4.	Release of Liens	79
ARTICLE IX	GENERAL PROVISIONS	79
9.1.	Survival of Representations	79
9.2.	Governmental Regulation	80
9.3.	Headings	80
9.4.	Entire Agreement	80
9.5.	Several Obligations; Benefits of this Agreement	80
9.6.	Expenses; Indemnification	80
9.7.	Numbers of Documents	81
9.8.	Accounting	82
9.9.	Severability of Provisions	82
9.10.	Nonliability	82
9.11.	Confidentiality	83
9.12.	Lenders Not Utilizing Plan Assets	83
9.13.	Nonreliance	83
9.14.	Disclosure	83
9.15.	USA Patriot Act	83
ARTICLE X	THE AGENT	84
10.1.	Appointment; Nature of Relationship	84
10.2.	Powers	84
10.3.	General Immunity	84
10.4.	No Responsibility for Loans, Recitals, etc.	84
10.5.	Action on Instructions of Lenders	85
10.6.	Employment of Agents and Counsel	85
10.7.	Reliance on Documents; Counsel	85
10.8.	Agent’s Reimbursement and Indemnification	85

iii

10.9.	Notice of Default	86
10.10.	Rights as a Lender	86
10.11.	Independent Credit Decision	86
10.12.	Successor Agent	87
10.13.	Agent and Arrangers Fees	87
10.14.	Delegation to Affiliates	87
10.15.	Syndication Agent and Documentation Agents	88
ARTICLE XI	SETOFF; RATABLE PAYMENTS	88
11.1.	Setoff	88
11.2.	Ratable Payments	88
ARTICLE XII	BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	88
12.1.	Successors and Assigns; Designated Lenders	88
12.2.	Participations	90
12.3.	Assignments	91
12.4.	Dissemination of Information	93
12.5.	Tax Certifications	94
ARTICLE XIII	NOTICES	94
13.1.	Notices.	94
13.2.	Change of Address	94
ARTICLE XIV	COUNTERPARTS	95
ARTICLE XV	CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	95
15.1.	CHOICE OF LAW	95
15.2.	CONSENT TO JURISDICTION	95
15.3.	WAIVER OF JURY TRIAL	95

iv

SCHEDULES

Commitment Schedule

LC Commitment Schedule

Pricing Schedule

Schedule 1	-	Subsidiaries
Schedule 2	-	Liens
Schedule 3	-	Restrictive Agreements
Schedule 4	-	Regulatory Authorizations
Schedule 5	-	Contingent Obligations
		EXHIBITS
Exhibit A.1	-	Form of Opinion of Counsel for the Company
Exhibit A.2	-	Form of Opinion of Illinois Counsel for Illinois Utilities — Closing Date
Exhibit A.3	-	Form of Opinion of Counsel for Illinois Utilities — Accession Date
Exhibit A.4	-	Form of Opinion of Illinois Counsel for Illinois Utilities — Accession Date
Exhibit B	-	Form of Compliance Certificate
Exhibit C	-	Form of Assignment and Assumption Agreement
Exhibit D.1	-	Form of Loan/Credit Related Money Transfer Instruction — the Company
Exhibit D.2	-	Form of Loan/Credit Related Money Transfer Instruction — CILCO
Exhibit D.3	-	Form of Loan/Credit Related Money Transfer Instruction — IP
Exhibit D.4	-	[omitted]
Exhibit D.5	-	Form of Loan/Credit Related Money Transfer Instruction — CIPS
Exhibit E	-	Form of Promissory Note (if requested)
Exhibit F	-	Form of Designation Agreement
Exhibit G	-	Subordination Terms
Exhibit H	-	[omitted]
Exhibit I	-	[omitted]
Exhibit J-1	-	Form of CILCO Bond Delivery Agreement
Exhibit J-2	-	Form of CIPS Bond Delivery Agreement
Exhibit J-3	-	Form of IP Bond Delivery Agreement
Exhibit K-1	-	Form of CILCO Supplemental Indenture
Exhibit K-2	-	Form of CIPS Supplemental Indenture
Exhibit K-3	-	Form of IP Supplemental Indenture

CREDIT AGREEMENT

This Credit Agreement, dated as of June 30, 2009, is entered into by and among Ameren Corporation, a Missouri corporation, Central Illinois Public Service Company d/b/a AmerenCIPS, an Illinois corporation, Central Illinois Light Company d/b/a AmerenCILCO, an Illinois corporation, Illinois Power Company d/b/a AmerenIP, an Illinois corporation, the Lenders and JPMorgan Chase Bank, N.A., as Agent. The obligations of the Borrowers under this Agreement will be several and not joint, and the obligations of the Borrowers will not be guaranteed by the Company or any other subsidiary of the Company (including, without limitation, any other Borrower). The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. Certain Defined Terms. As used in this Agreement:

“Accession Date” means, with respect to each Illinois Utility, the date on which all the conditions set forth in Section 4.3 shall have been satisfied (or waived in accordance with Section 8.2) with respect to such Illinois Utility, which date may in any such case be the Closing Date.

“Accounting Changes” is defined in Section 9.8 hereof.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which a Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding ownership interests of a partnership or limited liability company of any Person.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Advance” means, with respect to any Borrower, Revolving Loans (i) made by the Lenders to such Borrower on the same Borrowing Date or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Revolving Loans made to such Borrower of the same Type and, in the case of Eurodollar Loans, for the same Interest Period.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of 10% or more of any class of voting securities (or

other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of voting securities, by contract or otherwise (with such percentage being calculated as if such beneficial owner had exercised all its rights to acquire such securities or interests).

“Agent” means JPMCB, not in its individual capacity as a Lender, but in its capacity as contractual representative of the Lenders pursuant to Article X, and any successor Agent appointed pursuant to Article X.

“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof. The initial Aggregate Commitment is Eight Hundred Million Dollars ($800,000,000).

“Aggregate Revolving Credit Exposure” means, at any time, the aggregate of the Revolving Credit Exposures of all the Lenders.

“Agreement” means this Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and as in effect from time to time.

“Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4; provided, however, that except as provided in Section 9.8, with respect to the calculation of the financial ratios set forth in Section 6.17 and Section 6.23 (and the defined terms used in such Sections), “Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States as of March 31, 2009, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.

“Alternate Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the highest of (i) the Prime Rate for such day, (ii) the sum of (a) the Federal Funds Effective Rate for such day and (b) one-half of one percent (0.5%) per annum and (iii) the sum of (x) (A) the Eurodollar Base Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) divided by (B) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, and (y) one percent (1.0%) per annum, provided that, for the avoidance of doubt, the Eurodollar Base Rate for any day shall be based on the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such service) at approximately 11:00 a.m. London time on such day.

“Ameren/UE Agreement” means (i) the Amended and Restated Five-Year Revolving Credit Agreement dated as of July 14, 2006, among the Company, Union Electric and Genco, the lenders from time to time party thereto and JPMCB, as agent, and (ii) the Supplemental Credit Agreement dated as of June 30, 2009, among the Company, Union Electric and Genco, the lenders from time to time party thereto and JPMCB, as agent, in each case as it may be amended, restated, supplemented or otherwise modified and as in effect from time to time.

2

“Applicable Fee Rate” means (a) with respect to the Facility Fee applicable to any Borrower at any time, the percentage rate per annum which is applicable to such fee at such time with respect to such Borrower as set forth in the Pricing Schedule and (b) with respect to the LC Participation Fee applicable to any Borrower at any time, the percentage rate per annum which is applicable to such fee at such time with respect to such Borrower as set forth in the Pricing Schedule.

“Applicable Margin” means, with respect to any Borrower, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type to such Borrower, as set forth in the Pricing Schedule.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means J.P. Morgan Securities Inc. and its successors and Barclays Capital and its successors, in their respective capacities as Joint Arrangers and Joint Bookrunners.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assignment Agreement” is defined in Section 12.3.1.

“Augmenting Lender” has the meaning assigned to such term in Section 2.24(a).

“Authorized Officer” of any Borrower means any of the chief executive officer, president, chief operating officer, chief financial officer, treasurer or vice president of such Borrower, acting singly.

“Availability Termination Date” means, as to any Borrower, the earlier of (a) the Commitment Termination Date, (b) the reduction of the Borrower Sublimit of such Borrower to zero pursuant to Section 2.8.3 or termination of the obligation to make Loans to, or issue Letters of Credit for, such Borrower pursuant to Section 8.1 and (c) the date of termination in whole of the Aggregate Commitment and the Commitments pursuant to Section 2.8.3 or Section 8.1 hereof.

“Available Aggregate Commitment” means, at any time, the Aggregate Commitment then in effect minus the Aggregate Revolving Credit Exposure at such time.

“Borrower Credit Exposure” means, with respect to any Borrower at any time, the aggregate amount of (i) all Revolving Loans made to such Borrower and outstanding at such time and (ii) that portion of the LC Exposure at such time attributable to Letters of Credit issued for the account of such Borrower.

“Borrower Sublimit” means (a) as to CIPS, at any time, the lesser at such time of (i) $135,000,000 and (ii) the aggregate principal amount of the CIPS Credit Agreement Bond, (b) as to CILCO, at any time, the lesser at such time of (i) $150,000,000 and (ii) the aggregate principal amount of the CILCO Credit Agreement Bond, (c) as to IP, at any time, the lesser at

3

such time of (i) $350,000,000 and (ii) the aggregate principal amount of the IP Credit Agreement Bond and (d) as to the Company, $300,000,000 or, in the case of any Borrower, any lesser amount to which the Borrower Sublimit of such Borrower shall have been reduced pursuant to Section 2.8.3; provided that, upon the consummation of any Permitted Illinois Utility Combination, the Borrower Sublimit of the Borrower surviving or resulting from such combination shall be the aggregate of the respective Borrower Sublimits of the Illinois Utilities party to such combination.

“Borrowers” means, at any time, the Company and each of the Illinois Utilities for which the Accession Date has occurred and which has issued one or more First Mortgage Bonds to the Agent as contemplated by Section 4.3 on or prior to such time; provided that from and after such time as the Borrower Credit Exposure of the Company has been reduced to zero and its Borrower Sublimit has been reduced to zero pursuant to Section 2.8.3, the Company shall no longer be a “Borrower” for any and all purposes of this Agreement (including for purposes of Articles VI or VII hereof).

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Notice” is defined in Section 2.11.

“Business Day” means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Change in Control” means, in respect of any Borrower, (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of twenty percent (20%) or more of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Company; (ii) the Company shall cease to own, directly or indirectly and free and clear of all Liens or other encumbrances (except for such Liens or other encumbrances permitted by Section 6.13), outstanding shares representing 100% of the ordinary voting power represented by the issued and outstanding common stock of (A) in the case of the Company, any of the Illinois Utilities, and (B) in the case of any other Borrower, such Borrower, in each case on a fully diluted basis, or (iii) occupation of a majority of the seats (other than vacant seats) on the board

4

of directors of the Company by Persons who were neither (a) nominated by the board of directors of the Company or a committee or subcommittee thereof to which such power was delegated nor (b) appointed by directors so nominated; provided that any individual who is so nominated in connection with a merger, consolidation, acquisition or similar transaction shall be included in such majority unless such individual was a member of the Company’s board of directors prior thereto.

“CILCO” means Central Illinois Light Company d/b/a AmerenCILCO, an Illinois corporation and a Subsidiary of the Company.

“CILCO Bond Delivery Agreement” means an agreement substantially in the form of Exhibit J-1, whereby (i) CILCO agrees to deliver from time to time CILCO Credit Agreement Bond so that the aggregate amount of CILCO Credit Agreement Bond held by the Agent thereunder satisfies the requirements of this Agreement and (ii) the Agent agrees to hold the CILCO Credit Agreement Bond so delivered for the benefit of the Lenders and to distribute all payments made by CILCO on account thereof to the Lenders.

“CILCO Collateral Documents” means the CILCO Bond Delivery Agreement, the CILCO Indenture, the CILCO Credit Agreement Bond, the CILCO Supplemental Indenture and each other agreement, instrument or document executed and delivered pursuant to Section 6.18.1 to secure any of the Obligations of CILCO.

“CILCO Credit Agreement Bond” means, collectively, one or more First Mortgage Bonds substantially in the form set forth in the CILCO Supplemental Indenture issued by CILCO to the Agent pursuant to the CILCO Indenture in the aggregate principal amount required by Section 4.3.6(i).

“CILCO Indenture” means the Indenture of Mortgage and Deed of Trust dated as of April 1, 1933, as supplemented by the CILCO Supplemental Indenture and as heretofore or from time to time hereafter supplemented and amended in compliance herewith and therewith, in each case, between CILCO and the CILCO Trustee.

“CILCO Supplemental Indenture” means the Supplemental Indenture substantially in the form of Exhibit K-1, supplementing the CILCO Indenture to provide for the creation and issuance of the CILCO Credit Agreement Bond.

“CILCO Trustee” means Deutsche Bank Trust Company Americas f/k/a Bankers Trust Company, as Trustee, and any other successors thereto, as trustee under the CILCO Indenture.

“CILCORP” means CILCORP Inc., an Illinois corporation, the parent company of CILCO.

“CILCORP Pledge Agreement” means the Pledge Agreement dated as of October 18, 1999 (as the same has been and may hereafter be supplemented by any other pledge agreement supplement or otherwise amended or modified in compliance herewith), made by CILCORP in favor of The Bank of New York Mellon, as collateral agent thereunder, for the benefit of the collateral agent and secured parties thereunder.

5

“CIPS” means Central Illinois Public Service Company d/b/a AmerenCIPS, an Illinois corporation and a Subsidiary of the Company.

“CIPS Bond Delivery Agreement” means an agreement substantially in the form of Exhibit J-2, whereby (i) CIPS agrees to deliver from time to time CIPS Credit Agreement Bond so that the aggregate amount of CIPS Credit Agreement Bond held by the Agent thereunder satisfies the requirements of this Agreement and (ii) the Agent agrees to hold the CIPS Credit Agreement Bond so delivered for the benefit of the Lenders and to distribute all payments made by CIPS on account thereof to the Lenders.

“CIPS Collateral Documents” means the CIPS Bond Delivery Agreement, the CIPS Indenture, the CIPS Credit Agreement Bond, the CIPS Supplemental Indenture and each other agreement, instrument or document executed and delivered pursuant to Section 6.18.2 to secure any of the Obligations of CIPS.

“CIPS Credit Agreement Bond” means, collectively, one or more First Mortgage Bonds substantially in the form set forth in the CIPS Supplemental Indenture issued by CIPS to the Agent pursuant to the CIPS Indenture in the aggregate principal amount required by Section 4.3.7(i).

“CIPS Indenture” means the Indenture dated October 1, 1941, as supplemented by the CIPS Supplemental Indenture and as heretofore or from time to time hereafter supplemented and amended in compliance herewith and therewith, in each case, between CIPS and the CIPS Trustees.

“CIPS Supplemental Indenture” means the Supplemental Indenture substantially in the form of Exhibit K-2, supplementing the CIPS Indenture to provide for the creation and issuance of the CIPS Credit Agreement Bond.

“CIPS Trustees” means U.S. Bank National Association and Richard Prokosch, as Trustees, and any other successors thereto, as trustees under the CIPS Indenture.

“Closing Date” means June 30, 2009.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder.

“Collateral Documents” means the CILCO Collateral Documents, the CIPS Collateral Documents and the IP Collateral Documents.

“Commitment” means, for each Lender, the amount set forth (a) on the Commitment Schedule, (b) in an Assignment Agreement executed pursuant to Section 12.3 opposite such Lender’s name, or (c) in a Commitment Increase Amendment, in each case as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.3, as it may be increased pursuant to Section 2.24 or as otherwise modified from time to time pursuant to the terms hereof.

“Commitment Increase” has the meaning assigned to such term in Section 2.24(a).

6

“Commitment Increase Amendment” has the meaning assigned to such term in Section 2.24(a).

“Commitment Schedule” means the Schedule identifying each Lender’s Commitment as of the Closing Date attached hereto and identified as such.

“Commitment Termination Date” means June 30, 2011.

“Commonly Controlled Entity” means, with respect to any Borrower, any trade or business, whether or not incorporated, which is under common control with such Borrower or any subsidiary of such Borrower within the meaning of Section 4001 of ERISA or that, together with such Borrower or any subsidiary of such Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“Company” means Ameren Corporation, a Missouri corporation.

“Consolidated Indebtedness” of a Person means at any time the Indebtedness of such Person and its Subsidiaries (or, solely in the case of the Company, its consolidated subsidiaries) which would be consolidated in the consolidated financial statements of such Person under Agreement Accounting Principles calculated on a consolidated basis as of such time; provided, however, that Consolidated Indebtedness shall exclude any Indebtedness incurred as part of any Permitted Securitization.

“Consolidated Net Worth” of a Person means at any time the consolidated stockholders’ equity, preferred stock and Hybrid Securities of such Person and its Subsidiaries (or, solely in the case of the Company, its consolidated subsidiaries) calculated on a consolidated basis in accordance with Agreement Accounting Principles; provided that the amount of Hybrid Securities included in Consolidated Net Worth shall represent no more than 15% of Consolidated Total Capitalization of the Company.

“Consolidated Tangible Assets” means, as to the Company, the total amount of all assets of the Company and its consolidated subsidiaries determined in accordance with Agreement Accounting Principles, and, as to any Illinois Utility, the total amount of all assets of such Illinois Utility and its consolidated Subsidiaries determined in accordance with Agreement Accounting Principles, minus, to the extent included in the total amount of such Borrower’s and its consolidated subsidiaries’ or Subsidiaries’, as applicable, total assets, the net book value of all (i) goodwill, including, without limitation, the excess cost over book value of any asset, (ii) organization or experimental expenses, (iii) unamortized debt discount and expense, (iv) patents, trademarks, tradenames and copyrights, (v) treasury stock, (vi) franchises, licenses and permits, and (vii) other assets which are deemed intangible assets under Agreement Accounting Principles.

“Consolidated Total Capitalization” means, as to any Borrower at any time, the sum of Consolidated Indebtedness of such Borrower and Consolidated Net Worth of such Borrower, each calculated at such time.

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“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership.

“Contribution Percentage” means, at any time with respect to each Borrower, the ratio, expressed as a percentage, of such Borrower’s Borrower Sublimit to the aggregate amount of all the Borrower Sublimits at such time; provided, that if the Commitments or all the Borrower Sublimits shall have been terminated, the Contribution Percentages shall be determined based on the Borrower Sublimits most recently in effect prior to such termination. As of the Closing Date, the Contribution Percentage of each Borrower is (a) in the case of CIPS, 14.5%, (b) in the case of CILCO, 16.0%, (c) in the case of IP, 37.4% and (d) in the case of the Company, 32.1%. The Contribution Percentage with respect to any amount owing by a Borrower shall be determined as of the time such amount became due.

“Conversion/Continuation Notice” is defined in Section 2.12.

“Credit Extension” means the making of an Advance or the issuance of a Letter of Credit hereunder.

“Credit Extension Date” means, with respect to any Borrower, the Borrowing Date for an Advance or the date of issuance of a Letter of Credit to or for the account of such Borrower.

“Default” means an event described in Article VII.

“Defaulting Lender” means any Lender, as determined by the Agent, that has (a) failed to perform its obligation to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, unless, in the case of a Loan, such obligation is the subject of a good faith dispute, (b) notified any Borrower, the Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) failed, within three Business Days after written request by the Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence

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in any such proceeding or appointment, unless in the case of any Lender referred to in this clause (e) the Company, the Agent and each Issuing Bank shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or parent company thereof by a governmental authority or an instrumentality thereof. The Agent shall provide written notice to any Lender determined by the Agent to be a Defaulting Lender hereunder (and the Agent shall provide a copy of such determination to the Company).

“Designated Lender” means, with respect to each Designating Lender, each Eligible Designee designated by such Designating Lender pursuant to Section 12.1.2.

“Designating Lender” means, with respect to each Designated Lender, the Lender that designated such Designated Lender pursuant to Section 12.1.2.

“Designation Agreement” is defined in Section 12.1.2.

“Disclosed Matters” means the events, actions, suits and proceedings and the environmental matters disclosed in the Exchange Act Documents.

“Documentation Agents” means Bank of America, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and UBS Loan Finance LLC.

“Dollar” and “$” means the lawful currency of the United States of America.

“Eligible Designee” means a special purpose corporation, partnership, trust, limited partnership or limited liability company that is administered by the respective Designating Lender or an Affiliate of such Designating Lender and (i) is organized under the laws of the United States of America or any state thereof, (ii) is engaged primarily in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and (iii) issues (or the parent of which issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Event” means, as to any Borrower, (a) any Reportable Event with respect to such Borrower or any Commonly Controlled Entity of such Borrower; (b) the existence with respect to any Plan of such Borrower or any Commonly Controlled Entity of such Borrower of

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an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan of such Borrower or any Commonly Controlled Entity of such Borrower; (d) the incurrence by such Borrower or any Commonly Controlled Entity of such Borrower of any liability under Title IV of ERISA with respect to the termination of any Plan of such Borrower or any Commonly Controlled Entity of such Borrower; (e) the receipt by such Borrower or any Commonly Controlled Entity of such Borrower from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan of such Borrower or any Commonly Controlled Entity of such Borrower; (f) the incurrence by such Borrower or any Commonly Controlled Entity of such Borrower of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan of such Borrower or any Commonly Controlled Entity of such Borrower; or (g) the receipt by such Borrower or any Commonly Controlled Entity of such Borrower of any notice, or the receipt by any Multiemployer Plan from such Borrower or any Commonly Controlled Entity of such Borrower of any notice, concerning the imposition of “withdrawal liability” (as defined in Part I of Subtitle E of Title IV of ERISA) or a determination that a Multiemployer Plan of such Borrower or any Commonly Controlled Entity of such Borrower is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Eurodollar Advance” means an Advance which, except as otherwise provided in Section 2.14, bears interest at the applicable Eurodollar Rate.

“Eurodollar Base Rate” means, with respect to a Eurodollar Advance for the relevant Interest Period, the rate appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period, provided that, if no such BBA LIBOR Rate is available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which JPMCB or one of its affiliate banks offers to place deposits in Dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate amount of JPMCB’s relevant Eurodollar Loan and having a maturity equal to such Interest Period.

“Eurodollar Loan” means a Loan which, except as otherwise provided in Section 2.14, bears interest at the applicable Eurodollar Rate.

“Eurodollar Rate” means, with respect to a Eurodollar Advance to any Borrower for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the then Applicable Margin applicable to such Borrower, changing as and when the Applicable Margin changes.

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“Exchange Act Documents” means (a) the Annual Reports of the Company and the Illinois Utilities to the SEC on Form 10-K for the fiscal year ended December 31, 2008, (b) the Quarterly Reports of the Company and the Illinois Utilities to the SEC on Form 10-Q for the fiscal quarter ended March 31, 2009 and (c) all Current Reports of the Company and the Illinois Utilities to the SEC on Form 8-K from January 1, 2009, to June 26, 2009.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Agent is incorporated or organized or any political combination or subdivision or taxing authority thereof or (ii) the jurisdiction in which the Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located, or any political combination or subdivision or taxing authority thereof.

“Exhibit” refers to an exhibit to this Agreement, unless another document is specifically referenced.

“Existing Illinois Credit Agreements” means (a) the Credit Agreement dated as of July 14, 2006, among the Illinois Utilities, Resources, CILCORP, the lenders from time to time party thereto and JPMCB, as agent and (b) the Credit Agreement dated as of February 9, 2007, among the Illinois Utilities, Resources, CILCORP, the lenders from time to time party thereto and JPMCB, as agent.

“Facility Fee” is defined in Section 2.8.1.

“Facility Termination Date” means the first date on which the Availability Termination Date shall have occurred as to each Borrower.

“Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:00 a.m. (New York time) on such day on such transactions received by the Agent from three Federal Funds brokers of recognized standing selected by the Agent in its sole discretion.

“Federal Power Act” means The Federal Power Act, 16 U.S.C. §§ 791(a), et seq., as amended.

“FERC” means the Federal Energy Regulatory Commission.

“FERC Limit” means as to each Illinois Utility (other than IP), the amount set forth below opposite the name of such Illinois Utility:

Illinois Utility	FERC Limit
CIPS	$	250,000,000
CILCO	$	250,000,000

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“First Mortgage Bonds” means bonds or other indebtedness issued by CIPS, CILCO or IP, as applicable, pursuant to the CILCO Indenture, the CIPS Indenture or the IP Indenture, respectively.

“Fitch” means Fitch Ratings and any successor thereto.

“Floating Rate” means, for any day, with respect to a Borrower, a rate per annum equal to the sum of (i) the Alternate Base Rate for such day, changing when and as the Alternate Base Rate changes, plus (ii) the then Applicable Margin applicable to such Borrower, changing as and when the Applicable Margin changes.

“Floating Rate Advance” means an Advance which, except as otherwise provided in Section 2.14, bears interest at the Floating Rate.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funds from Operations” means, for any four-fiscal-quarter period, the “net cash provided by operating activities” of the Company and its consolidated subsidiaries, excluding any “changes in assets and liabilities” taken into account in determining such net cash provided by operating activities in such statement of cash flows (in each case, as such amounts are set forth in the Company’s statement of cash flows for such period).

“Genco” means Ameren Energy Generating Company, an Illinois corporation and a subsidiary of the Company.

“Hybrid Securities” means, on any date (the “Determination Date”), any securities, other than common stock, issued by the Company or a Hybrid Vehicle that meet the following criteria: (a) such securities are classified as possessing a minimum of “intermediate equity content” by S&P, Basket C equity credit by Moody’s, and 50% equity credit by Fitch (or the equivalent classifications then in effect by such agencies), (b) such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to a date at least one year after the Commitment Termination Date and (c) the claims of holders of any such securities that are Indebtedness are subordinated to the claims of the Lenders in respect of the Obligations of the Company on terms reasonably satisfactory to the Agent. As used in this definition, “mandatory redemption” shall not include conversion of a security into common stock of the Company or the applicable Hybrid Vehicle.

“Hybrid Vehicle” means a special purpose subsidiary directly owned by the Company, or a trust formed by the Company, in each case for the sole purpose of issuing Hybrid Securities and which conducts no business other than the issuance of Hybrid Securities and activities incidental thereto.

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“Illinois Utility” means each of IP, CIPS and CILCO.

“Inactive Subsidiary” means any Subsidiary of a Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $1,000,000 and (c) does not have any Indebtedness outstanding.

“Indebtedness” of a Person means, at any time, without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (other than current accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, bonds, debentures, acceptances, or other instruments, (v) obligations to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, (vi) Capitalized Lease Obligations, (vii) Contingent Obligations of such Person, (viii) reimbursement obligations under letters of credit, bankers acceptances, surety bonds and similar instruments issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable, (ix) Off-Balance Sheet Liabilities, (x) obligations under Sale and Leaseback Transactions, (xi) Net Mark-to-Market Exposure under Rate Management Transactions and (xii) any other obligation for borrowed money which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person.

“Interest Period” means, with respect to a Eurodollar Advance, a period of one, two, three or six months (or such other period as may be agreed by each Lender), commencing on the date of such Advance and ending on but excluding the day which corresponds numerically to such date one, two, three or six months (or such other period as each Lender shall have agreed) thereafter; provided, however, that (i) if there is no such numerically corresponding day in such next, second, third or sixth succeeding month (or in the last calendar unit of such other period as each Lender shall have agreed), such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month (or of such calendar unit of such other approved period), (ii) if an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day and (iii) no Interest Period in respect of an Advance to any Borrower may end after the Availability Termination Date for such Borrower. For purposes hereof, the date of an Advance initially shall be the date on which such Advance is made and, in the case of an Advance comprising Revolving Loans, thereafter shall be the effective date of the most recent conversion or continuation of such Loans.

“Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), undertaking of any Contingent Obligation in respect of any obligation of

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any other Person or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificates of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.

“IP” means Illinois Power Company d/b/a AmerenIP, an Illinois corporation and a Subsidiary of the Company.

“IP Bond Delivery Agreement” means an agreement substantially in the form of Exhibit J-3 whereby the Agent (i) acknowledges delivery of the IP Credit Agreement Bond and (ii) agrees to hold the IP Credit Agreement Bond for the benefit of the Lenders and to distribute all payments made by IP on account thereof to the Lenders.

“IP Collateral Documents” means the IP Bond Delivery Agreement, the IP Indenture, the IP Credit Agreement Bond, the IP Supplemental Indenture and each other agreement, instrument or document executed and delivered pursuant to Section 6.18.3 to secure any of the Obligations of IP.

“IP Credit Agreement Bond” means, collectively, one or more First Mortgage Bonds substantially in the form set forth in the IP Supplemental Indenture issued by IP to the Agent pursuant to the IP Indenture in the aggregate principal amount required by Section 4.3.8(i).

“IP Indenture” means the General Mortgage Indenture and Deed of Trust dated as of November 1, 1992, as supplemented by the IP Supplemental Indenture and as heretofore or from time to time hereafter supplemented and amended in compliance herewith and therewith, in each case, between IP and the IP Trustee.

“IP Supplemental Indenture” means the Supplemental Indenture substantially in the form of Exhibit K-3, supplementing the IP Indenture to provide for the creation and issuance of the IP Credit Agreement Bond.

“IP Trustee” means The Bank of New York Mellon Trust Company, N.A. as successor to Harris Trust and Savings Bank, as Trustee, and any other successors thereto, as trustee under the IP Indenture.

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means, at any time, JPMCB and each other person that shall have become an Issuing Bank hereunder as provided in Section 2.6(j), each in its capacity as an issuer of Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Issuing Bank Agreement” is defined in Section 2.6(j).

“JPMCB” means JPMorgan Chase Bank, N.A.

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“LC Commitment” means, as to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 2.6. The initial amount of each Issuing Bank’s LC Commitment is set forth on the LC Commitment Schedule, or in the case of any additional Issuing Bank, as provided in Section 2.6(j).

“LC Commitment Schedule” means the Schedule identifying each Issuing Bank’s LC Commitment as of the Closing Date attached hereto and identified as such.

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the applicable Borrowers at such time. The LC Exposure of any Lender at any time shall be its Pro Rata Share of the total LC Exposure at such time.

“LC Participation Fee” is defined in Section 2.8.2.

“Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns as well as any Person that becomes a “Lender” hereunder pursuant to a Commitment Increase Amendment.

“Lending Installation” means, with respect to a Lender or the Agent, the office, branch, subsidiary or affiliate of such Lender or the Agent listed on the signature pages hereof or on the administrative information sheets provided to the Agent in connection herewith or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.20.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement or transferred to this Agreement in accordance with Section 2.6(a) on the Closing Date or on an Accession Date.

“Leveraged Lease Sales” means sales by the Company or any Subsidiary of investments, in existence on the date hereof, in assets leased to an unaffiliated lessee under leveraged lease arrangements in existence on the date hereof, including any transactions between and among the Company and/or Subsidiaries that are necessary to effect the sale of such investments to a Person other than the Company or any of its Subsidiaries.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement, and, in the case of stock, stockholders agreements, voting trust agreements and all similar arrangements).

“Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

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“Loan Documents” means this Agreement, the Collateral Documents, the Commitment Increase Amendments and all other documents, instruments, notes (including any Notes issued pursuant to Section 2.16 (if requested)) and agreements executed in connection herewith or therewith or contemplated hereby or thereby, as the same may be amended, restated or otherwise modified and in effect from time to time.

“Material Adverse Effect” means, with respect to any Borrower, a material adverse effect on (i) the business, Property, condition (financial or otherwise), operations or results of operations of such Borrower, or such Borrower and its Subsidiaries taken as a whole, (ii) the ability of such Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents against such Borrower or the rights or remedies of the Agent or the Lenders thereunder.

“Material Indebtedness” means any Indebtedness (other than any Indebtedness incurred as part of any Permitted Securitization) in an outstanding principal amount of $25,000,000 or more in the aggregate (or the equivalent thereof in any currency other than Dollars).

“Material Indebtedness Agreement” means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

“Money Pool Agreements” means, collectively, (i) that certain Ameren Corporation System Utility Money Pool Agreement, dated as of March 25, 1999, by and among the Company, Ameren Services Company, Union Electric, CIPS, CILCO, IP and Resources, as amended from time to time (including, without limitation, the addition of any of their Affiliates as parties thereto), and (ii) that certain Ameren Corporation System Non-Regulated Subsidiary Money Pool Agreement, dated as of February 27, 2003, by and among the Company, Ameren Services Company, Genco and certain Subsidiaries of the Company excluding Union Electric, CIPS, CILCO and IP, as amended from time to time (including, without limitation, the addition of any of their Affiliates, other than Union Electric, CIPS, CILCO and IP, as parties thereto).

“Moody’s” means Moody’s Investors Service, Inc.

“Moody’s Rating” is defined in the Pricing Schedule.

“Multiemployer Plan” means, with respect to a Borrower or a Commonly Controlled Entity of such Borrower, a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which either is required to contribute.

“Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions. “Unrealized losses” means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

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“Non-Material Subsidiary” means, with respect to any Borrower, any Subsidiary of such Borrower (a) the consolidated assets of which equal less than $10,000,000, and (b) the consolidated revenues of which equal less than $10,000,000, in each case as of the end of or for the most recent period of four consecutive fiscal quarters for which annual or quarterly financial statements of the Borrower have been filed with the SEC; provided that if at the end of the most recent fiscal quarter or for the most recent period of four consecutive fiscal quarters the combined consolidated assets or combined consolidated revenues of all Subsidiaries of a Borrower that under clauses (a) and (b) above would constitute Non-Material Subsidiaries shall have exceeded 1% of the consolidated total assets or 1% of the consolidated revenues of such Borrower and its Subsidiaries, then one or more of such excluded Subsidiaries shall for all purposes of this Agreement be deemed not to be Non-Material Subsidiaries with respect to such Borrower in descending order based on the amounts of their consolidated assets until such excess shall have been eliminated. A Subsidiary shall be deemed to be a Non-Material Subsidiary with respect to a Borrower only from and after the date on which such Subsidiary is expressly designated as a Non-Material Subsidiary by written notice to the Agent executed by an Authorized Officer of such Borrower or an Authorized Officer of the Company acting on behalf of such Borrower.

“Non-U.S. Lender” means a Lender that is not a U.S. Person.

“Note” is defined in Section 2.16.

“Obligations” means, with respect to any Borrower, all Loans, reimbursement obligations in respect of LC Disbursements, advances, debts, liabilities, obligations, covenants and duties owing by such Borrower to the Agent, any Issuing Bank, any Lender, the Arrangers, any affiliate of the Agent, any Issuing Bank, any Lender or the Arrangers, or any indemnitee under the provisions of Section 9.6 or any other provisions of the Loan Documents, in each case of any kind or nature, present or future, arising under this Agreement or any other Loan Document, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, foreign exchange risk, guaranty, indemnification, or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired. The term includes, without limitation, all interest, charges, expenses, fees, attorneys’ fees and disbursements, paralegals’ fees (in each case whether or not allowed), and any other sum chargeable to any Borrower under this Agreement or any other Loan Document.

“Off-Balance Sheet Liability” of a Person means the principal component of (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability under any Sale and Leaseback Transaction which is not a Capitalized Lease, (iii) any liability under any so-called “synthetic lease” or “tax ownership operating lease” transaction entered into by such Person, or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person, but excluding from this clause (iv) Operating Leases.

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“Operating Lease” of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

“Other Taxes” is defined in Section 3.5(ii).

“Participants” is defined in Section 12.2.1.

“Payment Date” means the last day of each March, June, September and December and the Facility Termination Date.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Illinois Utility Combination” means one or more related transactions in which (a) any or all the Illinois Utilities merge, combine or consolidate with any other Subsidiary of the Company (including any Subsidiary formed for such purpose) and/or one another, (b) the resulting entity succeeds to all the assets and obligations of the constituent entities; provided that no Default or Unmatured Default shall have occurred and be continuing at the time of, or after giving effect to, the consummation of such transaction or transactions, and (c) prior to or concurrently with such transaction, to the extent that any existing Collateral Document or any Lien of the Agent thereon and thereunder would no longer remain in effect or remain perfected, such surviving or resulting entity shall have provided the Agent collateral documents (of a type similar to the Collateral Documents and in form and substance reasonably satisfactory to the Agent) to secure the full amount of the Borrower Sublimit of such entity and to maintain the perfection of all applicable Liens and shall have delivered to the Agent such other instruments, documents and agreements of the type required with respect to the Illinois Utilities pursuant to Sections 4.1, 4.2 and 4.3, in each case, to be in form and substance reasonably satisfactory to the Agent.

“Permitted Securitization” means any sale, grant and/or contribution, or series of related sales, grants and/or contributions, by an Illinois Utility or any Subsidiary of such Illinois Utility of Receivables to a trust, corporation or other entity, where the purchase of such Receivables is funded or exchanged in whole or in part by the incurrence or issuance by the purchaser, grantee or any successor entity of Indebtedness or securities that are to receive payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by an SPC owed to such Illinois Utility or to a Subsidiary of such Illinois Utility which Indebtedness represents all or a portion of the purchase price or other consideration paid by the SPC for such receivables or interest therein), where (a) any recourse, repurchase, hold harmless, indemnity or similar obligations of such Illinois Utility or any Subsidiary (other than any SPC that is a party to such transaction) of such Illinois Utility in respect of Receivables sold, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under applicable laws (including debtor relief laws), (b) any recourse, repurchase, hold harmless, indemnity or similar obligations of any SPC in respect of Receivables sold, granted or contributed or payments made in respect thereof, are customary for transactions of this type and (c) such securitization transaction is authorized by an order of the Illinois Commerce Commission pursuant to state legislation specifically authorizing such securitizations.

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“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means, with respect to any Borrower or a Commonly Controlled Entity of such Borrower, at a particular time, any employee benefit plan (other than a Multiemployer Plan) which is covered by ERISA or Section 412 of the Code and in respect of which such Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pricing Schedule” means the Schedule identifying the Applicable Margin and Applicable Fee Rate attached hereto and identified as such.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by JPMCB (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Pro Rata Share” means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender’s Commitment at such time and the denominator of which is the Aggregate Commitment at such time (in each case, as such Commitments and Aggregate Commitments are adjusted from time to time in accordance with the provisions of this Agreement). If the Aggregate Commitment has been terminated, each Lender’s Pro Rata Share shall be a fraction the numerator of which is such Lender’s Revolving Credit Exposure at such time and the denominator of which is the Aggregate Revolving Credit Exposure at such time (and if there shall be no Revolving Credit Exposures at such time, the Lenders’ Pro Rata Shares shall be determined on the basis of the Revolving Credit Exposures then most recently in effect).

“Project Finance Subsidiary” means any Subsidiary created for the purpose of obtaining non-recourse financing for any operating asset that is the sole and direct obligor of Indebtedness incurred in connection with such financing. A Subsidiary shall be deemed to be a Project Finance Subsidiary only from and after the date on which such Subsidiary is expressly designated as a Project Finance Subsidiary to the Agent by written notice executed by an Authorized Officer; provided that in no event shall any Borrower be designated or deemed a Project Finance Subsidiary.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Purchasers” is defined in Section 12.3.1.

“Rate Management Transaction” means any transaction linked to one or more interest rates, foreign currencies, or equity prices (including an agreement with respect thereto) now existing or hereafter entered by a Borrower or a Subsidiary (other than a Project Finance Subsidiary) which is a rate swap, basis swap, forward rate transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange

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transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof.

“Rating Condition” means, with respect to any Person, that, as of such date of determination, such Person’s (i) Moody’s Rating is Baa3 or higher or (ii) S&P Rating is BBB- or higher.

“Receivables” shall mean any accounts receivable, payment intangibles, notes receivable, right to receive future payments and related rights of an Illinois Utility or any Subsidiary of such Illinois Utility in respect of the recovery of deferred power supply costs and/or other costs through charges applied and invoiced to customers of such Illinois Utility or such Subsidiary, as authorized by an order of a public utilities commission pursuant to state legislation specifically authorizing the securitization thereof, or any interests therein.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks, non-banks and non-broker lenders for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by foreign lenders for the purpose of purchasing or carrying margin stock (as defined therein).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued under Section 4043 of ERISA, other than those events as to which the thirty day notice period is waived under Sections .21, .22, ..23, .26, .27 or .28 of PBGC Reg. § 4043.

“Required Lenders” means Lenders in the aggregate having greater than fifty percent (50%) of the Aggregate Commitment; provided that for purposes of declaring the Loans to be due and payable pursuant to Article VIII and for all purposes after the Loans have become due and payable pursuant to Article VIII and the Aggregate Commitment has been terminated, “Required Lenders” shall mean Lenders in the aggregate holding greater than fifty percent (50%) of the Aggregate Revolving Credit Exposure.

“Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on “Eurocurrency liabilities” (as defined in Regulation D).

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“Resources” means AmerenEnergy Resources Generating Company, an Illinois corporation and a Subsidiary of the Company.

“Resources Permitted Debt” means Indebtedness of Resources under one or more Resources Permitted Financings in an aggregate principal amount for all such Indebtedness at any time outstanding not to exceed $300,000,000.

“Resources Permitted Financing” means a revolving or term loan facility entered into by Resources with a non-Affiliate of the Company or a note or bond issuance by Resources providing for general working capital and financing needs (as opposed to financing the acquisition, construction or lease of specific equipment or premises); provided that no Borrower or Subsidiary shall have provided a guarantee with respect to such Indebtedness or otherwise be liable for repayment of any obligations with respect to such facility or issuance.

“Revolving Advance” means an Advance comprised of Revolving Loans.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and such Lender’s LC Exposure at such time.

“Revolving Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its commitment to lend set forth in Section 2.1 (and any conversion or continuation thereof).

“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“S&P Rating” is defined in the Pricing Schedule.

“Sale and Leaseback Transaction” means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.

“Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

“SEC” means the Securities and Exchange Commission.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“SPC” means a special purpose, bankruptcy-remote Person formed for the sole and exclusive purpose of engaging in activities in connection with the purchase, sale and financing of Receivables in connection with and pursuant to a Permitted Securitization.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

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“Subsidiary” means, with respect to each Borrower, any subsidiary of such Borrower; provided that, in the case of the Company, “Subsidiary” means only CILCORP, the Illinois Utilities, the subsidiaries of CILCORP and the subsidiaries of the Illinois Utilities, including any subsidiary of the Company resulting from or formed in connection with a Permitted Illinois Utility Combination. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary (as defined above) of the Company.

“Substantial Portion” means, with respect to the Property of a Borrower and its Subsidiaries, Property which represents more than 10% of the consolidated assets of such Borrower and its Subsidiaries or property which is responsible for more than 10% of the consolidated net sales or of the consolidated net income of such Borrower and its Subsidiaries, in each case, as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the four fiscal quarter period ending with the fiscal quarter immediately prior to the fiscal quarter in which such determination is made (or if financial statements have not been delivered hereunder for that fiscal quarter which ends the four fiscal quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter).

“Syndication Agent” means Barclays Bank PLC.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes.

“Transferee” is defined in Section 12.4.

“Transferred Letters of Credit” means each letter of credit outstanding as a “Letter of Credit” under either of the Existing Illinois Credit Agreements as of the Closing Date or that remains outstanding on a cash collateralized basis as of an Accession Date that shall have been designated as a Transferred Letter of Credit in a notice by the applicable Borrower to the applicable Issuing Bank and to the Agent delivered not later than such date (provided that such designation shall have been consented to by the applicable “Issuing Bank” under such Existing Illinois Credit Agreement if it is not an Issuing Bank hereunder).

“2005 Act” means the Public Utility Holding Company Act of 2005, as it may be amended (together with all rules, regulations and orders promulgated or otherwise issued in connection therewith).

“Type” means, with respect to any Advance, its nature as a Floating Rate Advance or Eurodollar Advance.

“Union Electric” means Union Electric Company d/b/a AmerenUE, a Missouri corporation and a subsidiary of the Company.

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“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

1.2. Plural Forms. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

THE CREDITS

2.1. Commitment. Subject to the satisfaction of the conditions precedent set forth in Section 4.1, 4.2, 4.3 and 4.4, as applicable, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to each Borrower from time to time from and including the Closing Date (or, in the case of any Illinois Utility, the Accession Date for such Borrower) and prior to the Availability Termination Date for such Borrower in an amount not to exceed its Pro Rata Share of the Available Aggregate Commitment; provided that (i) at no time shall the Aggregate Revolving Credit Exposure exceed the Aggregate Commitment, (ii) at no time shall the Revolving Credit Exposure of any Lender exceed its Commitment and (iii) at no time shall the Borrower Credit Exposure of any Borrower exceed the Borrower Sublimit of such Borrower. Subject to the terms of this Agreement, each Borrower may, severally and not jointly with the other Borrowers, borrow, repay and reborrow Revolving Loans at any time prior to the Availability Termination Date for such Borrower. The commitment of each Lender to lend to each Borrower hereunder shall automatically expire on the Availability Termination Date for such Borrower.

2.2. Required Payments; Termination. Each Borrower, severally and not jointly with the other Borrowers, hereby unconditionally promises to pay to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower on the Availability Termination Date for such Borrower. Each Eurodollar Advance shall mature at the end of each Interest Period applicable thereto and each Floating Rate Advance shall mature on the 364th day following the day on which such Floating Rate Advance was initially made, in each case subject to the right of the applicable Borrower on such date to convert or continue such Advance as a new Eurodollar Advance or Floating Rate Advance subject to satisfaction of the conditions set forth in Section 4.4. Notwithstanding the termination of the Commitments under this Agreement, until all of the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.

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2.3. Loans. Each Advance hereunder shall consist of Revolving Loans made by the Lenders ratably in accordance with their Pro Rata Shares of the Aggregate Commitment.

2.4. [omitted].

2.5. [omitted].

2.6. Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, (i) each Borrower may request the issuance of Letters of Credit for its own account and (ii) the Company may request the issuance of Letters of Credit, jointly, for the account of the Company and a subsidiary of the Company (other than Union Electric, Genco or any Illinois Utility), (and in each case under this clause (ii), the Company shall be considered the sole Borrower under such Letter of Credit for purposes of this Agreement notwithstanding any listing of any subsidiary of the Company as an account party or applicant with respect to such Letter of Credit), in a form reasonably acceptable to the Agent and the applicable Issuing Bank, at any time and from time to time prior to the Availability Termination Date for such Borrower (or, with respect to any Letter of Credit referred to in clause (ii) of this sentence, the Company). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit referred to in clause (ii) of the first sentence of this paragraph, it will be fully responsible for the reimbursement of LC Disbursements, the payment of interest thereon and the payment of LC Participation Fees and other fees due under Section 2.8.2 to the same extent as if it were the sole account party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor of the obligations of any subsidiary that shall be a joint account party in respect of any such Letter of Credit). Each Issuing Bank that has issued a Transferred Letter of Credit shall be deemed, without further action by any party hereto, but subject to satisfaction of the conditions set forth in Section 4.4 and in the last two sentences of paragraph (b) below, to have granted to each Lender, and each Lender shall have been deemed to have purchased from such Issuing Bank, a participation in such Transferred Letter of Credit in accordance with paragraph (d) below as of the Closing Date or the applicable Accession Date, as the case may be. The Issuing Banks that are also party to either of the Existing Illinois Credit Agreements agree that, concurrently with such grant, the participations in the Transferred Letters of Credit granted to the lenders under such Existing Illinois Credit Agreement shall be automatically canceled without further action by any of the parties thereto. On and after the Closing Date each Transferred Letter of Credit shall constitute a Letter of Credit for all purposes hereof. Any Lender that issued a Transferred Letter of Credit but shall not have entered into an Issuing Bank Agreement shall have the rights of an Issuing Bank as to such Letter of Credit for purposes of this Section 2.6.

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(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Aggregate Revolving Credit Exposure will not exceed the Aggregate Commitment, (ii) the Revolving Credit Exposure of any Lender will not exceed its Commitment, (iii) the Borrower Credit Exposure of any Borrower will not exceed the Borrower Sublimit of such Borrower, (iv) the portion of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing Bank will not exceed the LC Commitment of such Issuing Bank and (v) the LC Exposure will not exceed $200,000,000. If the Required Lenders notify the Issuing Banks that a Default exists with respect to any Borrower and instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of Letters of Credit for the account of such Borrower, no Issuing Bank shall issue, amend, renew or extend any Letter of Credit for the account of such Borrower or the Company without the consent of the Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall have delivered such notice agrees promptly to withdraw it at such time as no Default exists).

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earliest of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the Availability Termination Date for the applicable Borrower and (iii) the date that is five Business Days prior to the Commitment Termination Date; provided that, with the prior consent of the Agent and the applicable Issuing Bank, a Letter of Credit may be extended beyond the Availability Termination Date for the applicable Borrower or the fifth Business Day prior to the Commitment Termination Date, as applicable, so long as the applicable Borrower has deposited in an account with the Agent, in the name of the Agent and for the benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to documentation reasonably satisfactory to the Agent and such Issuing Bank, an amount in cash equal to the aggregate amount of all of its outstanding Letters of Credit with an expiration date later than the Availability Termination Date for the applicable Borrower or the fifth Business Day prior to the Commitment Termination Date, as applicable.

(d) Participations. Effective with respect to the Transferred Letters of Credit upon the occurrence, as applicable, of the Closing Date or the applicable Accession Date, and effective upon the issuance of each other Letter of Credit (or any amendment thereto increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires

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from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender’s Pro Rata Share (subject to Section 2.25) of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.1 that such payment be financed with a Floating Rate Advance in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Floating Rate Advance. If such Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Agent its Pro Rata Share of the payment then due from such Borrower, in the same manner as provided in Section 2.11 with respect to Loans made by such Lender (and Section 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Agent of any payment from such Borrower pursuant to this paragraph, the Agent shall distribute such payment to such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of a Floating Rate Advance as contemplated above) shall not constitute a Loan and shall not relieve such Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be several, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement

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under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, such Borrower’s obligations hereunder. None of the Agent, the Lenders or the Issuing Banks, or any of their respective affiliates, directors, officers or employees, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to a Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s wrongful honor or rejection of any such Letter of Credit to the extent arising out of the Issuing Banks’ gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance of the foregoing and without limiting the generality thereof, but subject to any non-waivable provisions of the laws and/or other rules to which a Letter of Credit is subject, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Agent and the applicable Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Floating Rate Advances; provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.14 shall apply. Interest accrued

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pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Cash Collateralization. If any Default with respect to a Borrower shall occur and be continuing, on the Business Day that such Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, such Borrower shall deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to the portion of the LC Exposure as of such date attributable to Letters of Credit issued for the account of such Borrower; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Default with respect to such Borrower described in Sections 7.6 or 7.7. Such deposit shall be held by the Agent as collateral for the payment and performance of the Obligations of such Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made only if and to the extent requested by such Borrower and then only at the option and sole discretion of the Agent, and all at such Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse each Issuing Bank for LC Disbursements under Letters of Credit issued for the account of such Borrower for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of future reimbursement obligations under Letters of Credit issued for the account of such Borrower or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of such Borrower under this Agreement. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default with respect to such Borrower, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business Days after all Defaults with respect to such Borrower have been cured or waived. If at any time the cash collateral of any Borrower shall exceed such portion of the LC Exposure as of such date attributable to Letters of Credit issued for the account of such Borrower, the Agent shall apply such excess funds to the payment of such Borrower’s Obligations or (i) if no such Obligations are then due and owing and no Default with respect to such Borrower shall exist, shall release such excess funds to such Borrower or (ii) if no such Obligations are outstanding (other than contingent Obligations in respect of Letters of Credit which are fully collateralized), such excess amount shall be released to such Borrower notwithstanding the existence of a Default in respect of such Borrower.

(j) Designation of Additional Issuing Banks. From time to time, the Borrowers may by notice to the Agent and the Lenders designate as additional Issuing Banks one or more Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender of any appointment as an Issuing Bank hereunder shall be evidenced by an agreement (an “Issuing Bank Agreement”), which shall be in a form satisfactory to the Borrowers and the Agent, shall

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set forth the LC Commitment of such Lender and shall be executed by such Lender, the Borrowers and the Agent and, from and after the effective date of such agreement, (i) such Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to include such Lender in its capacity as an Issuing Bank.

2.7. Types of Advances. Revolving Advances may be Floating Rate Advances or Eurodollar Advances, or a combination thereof, selected by the applicable Borrower in accordance with Sections 2.11 and 2.12.

2.8. Facility Fee; Letter of Credit Fees; Reductions in Aggregate Commitment and Borrower Sublimits.

2.8.1 Facility Fee. Each of the Borrowers agrees, severally and not jointly, to pay to the Agent for the account of each Lender a facility fee (the “Facility Fee”) at a per annum rate equal to, in the case of each Illinois Utility and Borrower, the Applicable Fee Rate for it on its Contribution Percentage of such Lender’s Commitment (whether used or unused) from and including the Closing Date to and including the first date following the Closing Date (or, in the case of each Illinois Utility, its Accession Date) on which both such Borrower’s Borrower Credit Exposure shall be zero and the Borrower Sublimit of such Borrower shall be reduced to zero pursuant to Section 2.8.3, payable quarterly in arrears on each Payment Date hereafter and on the Facility Termination Date, provided that, if any Lender continues to have Revolving Credit Exposure outstanding hereunder after the termination of its Commitment (including, without limitation, during any period when Loans or Letters of Credit may be outstanding but new Loans or Letters of Credit may not be borrowed or issued hereunder), then the Facility Fee shall continue to accrue on the aggregate principal amount of the Revolving Credit Exposure of such Lender until such Lender ceases to have any Revolving Credit Exposure and shall be payable on demand.

2.8.2 Letter of Credit Fees. Each Borrower agrees, severally and not jointly with the other Borrowers, to pay (i) to the Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at the Applicable Fee Rate on the average daily amount of that portion of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the Closing Date (or, in the case of each Illinois Utility, its Accession Date) to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between such Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the

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account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date (or, in the case of each Illinois Utility, its Accession Date) to but excluding the later of the date of termination of such Issuing Bank’s LC Commitment and the date on which there ceases to be any such LC Exposure attributable to Letters of Credit issued by such Issuing Bank for such Borrower, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees accrued for the account of any Borrower shall be payable on the Availability Termination Date for such Borrower and any such fees accruing after the Availability Termination Date for such Borrower shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable promptly upon receipt of an invoice therefor.

2.8.3 Termination of and Reductions in Aggregate Commitment and Borrower Sublimits. The Aggregate Commitment and the Commitment of each Lender will automatically terminate on the Commitment Termination Date. The Company (on behalf of itself and all the other Borrowers) may permanently reduce the Aggregate Commitment (with or without reducing any Borrower Sublimit) and each Borrower, or the Company on such other Borrower’s behalf, may permanently reduce its respective Borrower Sublimit (with or without reducing the Aggregate Commitment), in each case, in whole or in part and without penalty or premium, ratably among the Lenders in integral multiples of $5,000,000, upon at least three (3) Business Days’ written notice to the Agent, which notice shall specify, as applicable (a) the aggregate amount of any such reduction and/or (b) the individual amount by which the applicable Borrower Sublimits shall be reduced, provided, however, that (i) the amount of the Aggregate Commitment may not be reduced below the Aggregate Revolving Credit Exposure and (ii) the Borrower Sublimit of any Borrower may not be reduced below the Borrower Credit Exposure of such Borrower.

2.9. Minimum Amount of Each Advance. Each Eurodollar Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), and each Floating Rate Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), provided, however, that (i) any Floating Rate Advance may be in the amount of the Available Aggregate Commitment and (ii) any Floating Rate Advance to a Borrower may be in the amount equal to the lesser of the Available Aggregate Commitment and the amount by which the Borrower Sublimit of such Borrower exceeds the Borrower Credit Exposure of such Borrower.

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2.10. Optional Principal Payments. Each Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances of such Borrower, or any portion of such outstanding Floating Rate Advances, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof (or, if less, the remaining outstanding principal amount of such Borrower’s Floating Rate Advances), upon at least one (1) Business Day’s prior notice to the Agent. Each Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances of such Borrower, or any portion of such outstanding Eurodollar Advances, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof (or, if less, the remaining outstanding principal amount of such Borrower’s Eurodollar Advances) upon three (3) Business Days’ prior notice to the Agent.

2.11. Method of Selecting Types and Interest Periods for New Revolving Advances. The applicable Borrower shall select the Type of each Revolving Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto; provided that there shall be no more than (a) five (5) Interest Periods in effect with respect to all of the Revolving Loans of any single Borrower at any time or (b) fifteen (15) Interest Periods in effect with respect to all of the Revolving Loans of all the Borrowers at any time, unless such limit has been waived by the Agent in its sole discretion. The applicable Borrower shall give the Agent irrevocable notice (a “Borrowing Notice”) not later than 11:00 a.m. (New York time) on the Borrowing Date of each Floating Rate Advance and three Business Days before the Borrowing Date for each Eurodollar Advance, specifying:

(i) the Borrower requesting such Borrowing,

(ii) the Borrowing Date, which shall be a Business Day, of such Advance,

(iii) the aggregate amount of such Advance,

(iv) the Type of Advance selected, and

(v) in the case of each Eurodollar Advance, the Interest Period applicable thereto.

The Agent shall provide written notice of each request for borrowing under this Section 2.11 by 11:00 a.m. (New York time) (or, if later, within one hour after receipt of the applicable Borrowing Notice from such Borrower) on each Borrowing Date for each Floating Rate Advance or on the third Business Day prior to each Borrowing Date for each Eurodollar Advance, as applicable. Not later than 1:00 p.m. (New York time) on each Borrowing Date, each Lender shall make available its Revolving Loan or Revolving Loans in Federal or other funds immediately available in New York to the Agent at its address specified pursuant to Article XIII. The Agent will promptly make the funds so received from the Lenders available to such Borrower at the Agent’s aforesaid address.

2.12. Conversion and Continuation of Outstanding Revolving Advances; No Conversion or Continuation of Eurodollar Advances After Default. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.12 or are repaid in accordance with Section 2.10. Each Eurodollar Advance shall continue as a Eurodollar Advance until the

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end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.10 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.9, a Borrower may elect from time to time to convert all or any part of a Revolving Advance of any Type into any other Type or Types of Advances; provided that any conversion of any Eurodollar Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. Notwithstanding anything to the contrary contained in this Section 2.12, during the continuance of a Default or an Unmatured Default with respect to a Borrower, the Agent may (or shall at the direction of the Required Lenders), by notice to such Borrower, declare that no Revolving Advance of such Borrower may be made, converted or continued as a Eurodollar Advance. The applicable Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of (x) the continuation of a Floating Rate Advance to another Floating Rate Advance, not later than 11:00 a.m. (New York time) one (1) Business Day prior to the date of such requested conversion or continuation and/or (y) each conversion of a Floating Rate Advance to a Eurodollar Advance or continuation of a Eurodollar Advance, not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to the date of the requested conversion or continuation, specifying:

(i) the requested date, which shall be a Business Day, of such conversion or continuation,

(ii) the aggregate amount and Type of the Advance to be converted or continued, and

(iii) the amount of the Advance to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.

2.13. Interest Rates, etc. Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.12, to but excluding the date it is paid or is converted into a Eurodollar Advance pursuant to Section 2.12, at a rate per annum equal to the Floating Rate applicable to such Borrower for such day. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from and including the first day of each Interest Period applicable thereto to (but not including) the earlier of the last day of such Interest Period or the date it is paid in accordance with Section 2.10 at the applicable Eurodollar Rate as determined by the Agent as applicable to such Borrower’s Eurodollar Advance based upon the applicable Borrower’s selections under Sections 2.11 and 2.12 and otherwise in accordance with the terms hereof.

2.14. Rates Applicable After Default. After the occurrence and during the continuance of a Default with respect to any Borrower, the Required Lenders may, at their option, by notice to such Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Eurodollar Advance shall bear interest for the

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remainder of the applicable Interest Period at the rate otherwise applicable during such Interest Period plus 2% per annum and (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, provided that, during the continuance of a Default with respect to any Borrower under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above shall be applicable to all Advances, fees and other Obligations of such Borrower hereunder without any election or action on the part of the Agent or any Lender.

2.15. Funding of Loans; Method of Payment. All payments of the Obligations hereunder shall be made, without setoff, deduction or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent, by 12:00 noon (New York time) on the date when due and shall be applied ratably by the Agent among the Lenders to which such Obligations are owing. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. The Agent is hereby authorized to charge the account of any Borrower maintained with JPMCB for each payment of principal, interest and fees owed by such Borrower as it becomes due hereunder.

2.16. Noteless Agreement; Evidence of Indebtedness.

(i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender to such Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(ii) The Agent shall also maintain accounts in which it will record (a) the date and the amount of each Loan made to each Borrower hereunder, the Type thereof and the Interest Period (in the case of a Eurodollar Advance) with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder, (c) the effective date and amount of each Assignment Agreement delivered to and accepted by it pursuant to Section 12.3 and the parties thereto, (d) the amount of any sum received by the Agent hereunder from each Borrower and each Lender’s share thereof, and (e) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.

(iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence absent manifest error of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of such Borrower to repay the Obligations in accordance with their terms.

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(iv) Any Lender may request that its Loans be evidenced by a promissory note in substantially the form of Exhibit E (a “Note”). In such event, the applicable Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (prior to any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein, except to the extent that any such Lender subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in paragraphs (i) and (ii) above.

2.17. Telephonic Notices. Each Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of such Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. Each Borrower agrees to deliver promptly to the Agent a written confirmation, signed by an Authorized Officer, if such confirmation is requested by the Agent or any Lender, of each telephonic notice. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

2.18. Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Floating Rate Advance shall be payable in arrears on each Payment Date, commencing with the first such date to occur after the Closing Date, on any date on which such Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a Eurodollar Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurodollar Advance shall be payable on the last day of each applicable Interest Period, on any date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. Interest accrued on any Advance that is not paid when due shall be payable on demand and on the date of payment in full. Interest on Eurodollar Advances and fees hereunder shall be calculated for actual days elapsed on the basis of a 360-day year. Interest on Floating Rate Advances shall be calculated for actual days elapsed on the basis of a 365/366-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 12:00 noon (New York time) at the place of payment. If any payment of principal of or interest on an Advance, any fees or any other amounts payable to the Agent or any Lender hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment.

2.19. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans. Promptly after receipt thereof, the Agent will notify each Lender in writing of the contents of each Aggregate Commitment or Borrower Sublimit reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice

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received by it hereunder. The Agent will notify the applicable Borrower and each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Borrower and each Lender prompt notice of each change in the Alternate Base Rate.

2.20. Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to the Agent and the Borrowers in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

2.21. Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date (or, in the case of a Lender with respect to a Floating Rate Advance under Section 2.11, prior to the time) on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or any payment under Section 2.6(e) or (ii) in the case of a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by a Borrower, the interest rate applicable to the relevant Loan.

2.22. Replacement of Lender. If (x) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender, (y) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3, or (z) any Lender is a Defaulting Lender, the Borrowers may elect, if (in the case of clause (x) or (y) above) such amounts continue to be charged or such suspension is still effective, to terminate or replace the Commitment of such Affected Lender (as defined below), or if (I) any Lender invokes Section 9.2 or (II) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders and upon the replacement of any such non-consenting Lender such approval shall be obtained (any Lender subject to any of the foregoing being an “Affected Lender”), the Borrowers may elect to replace the Commitment of such Affected Lender; provided in each of the foregoing cases that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Revolving Credit Exposure of the Affected Lender pursuant to an Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all

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purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) each Borrower shall pay to such Affected Lender in immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by such Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Advances and the amount of such Lender’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Commitment, or (y) the Borrower Credit Exposure of any Borrower would exceed the Borrower Sublimit of such Borrower.

2.23. [omitted].

2.24. Commitment Increases. (a) The Borrowers may from time to time (and more than one time), by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the aggregate amount of such increase for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase”), in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase shall be not less than $15,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.24(a), and (ii) the Aggregate Commitment shall not exceed $800,000,000 after giving effect to the effectiveness of each Commitment Increase. Each Augmenting Lender (if not then a Lender) shall be subject to the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase).

(b) Upon each Commitment Increase pursuant to this Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit

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such that, after giving effect to such Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to Section 2.25) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of new Revolving Loans made hereunder (reflecting such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.4. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(c) Commitment Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, the Agent and the applicable Augmenting Lenders.

(d) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless on the date of such increase, the conditions set forth in Section 4.4.1 and 4.4.2 (it being understood that all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase) shall be satisfied as of such date (as though the effectiveness of such increase were a Credit Extension) and the Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Company.

2.25. Defaulting Lenders.

(a) Notwithstanding Section 11.2 or any provision of this Agreement referring to Pro Rata Shares or ratable allocations or any other provision of this Agreement whatsoever to the contrary, if any Lender becomes a Defaulting Lender hereunder, then the following provisions shall apply for so long as such Defaulting Lender is a Defaulting Lender:

(i) Facility Fees shall cease to accrue on the unused portion of such Defaulting Lender’s Commitment;

(ii) The Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.2), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender (A) which affects such Defaulting Lender differently than other affected Lenders or (B) which provides for the termination of the interest of the Agent in all or any portion of the CILCO Credit Agreement Bond, the CIPS Credit Agreement Bond or the IP Credit Agreement Bond, in each case unless both the Borrower Sublimit and the Borrower Credit Exposure of the applicable Borrower have been reduced to zero, an extension of the Commitment Termination Date, an increase in the Commitment of such Lender, a reduction in the principal amount of such Lender’s Loan or LC Disbursement or in the amount of interest thereon, or any fees payable hereunder, shall require the consent of such Defaulting Lender;

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(iii) All or any part of such Defaulting Lender’s LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their Pro Rata Share of the Aggregate Commitment, but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 4.4 are satisfied at such time.

(iv) If the LC Exposure of such Defaulting Lender is reallocated pursuant to subparagraph (iii) above, then the LC Participation Fees payable to the Lenders pursuant to Section 2.8.2 shall be adjusted in accordance with such reallocation.

(v) If any part of such Defaulting Lender’s LC Exposure is not reallocated pursuant to clause (iii) above, then, (A) without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all LC Participation Fees payable under Section 2.8.2 with respect to such Defaulting Lender’s non-reallocated LC Exposure shall be payable to the Issuing Bank until such non-reallocated LC Exposure is reallocated and (B) each Borrower shall, within one Business Day following notice by the Agent, cash collateralize such Defaulting Lender’s unallocated LC Exposure in accordance with the procedures set forth in Section 2.6(h) for so long as such LC Exposure is outstanding.

(vi) The Agent shall adjust the allocation of payments hereunder to ensure that a Defaulting Lender does not receive payment in respect of any Loan or LC Disbursement that it did not fund or to reflect any of the actions or adjustments referred to in this paragraph (a).

(b) In the event that each of the Agent, the Company and the Issuing Banks agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment (or, if such Commitment has been terminated, as last in effect) and on such date such Lender shall purchase, at par, such of the Revolving Loans of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Pro Rata Share and any cash collateralization provided by any Borrower pursuant to subsection (a)(v) immediately above shall be immediately returned to such Borrower.

ARTICLE III

YIELD PROTECTION; TAXES

3.1. Yield Protection. If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or

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directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

3.1.1 subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans, or

3.1.2 imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or

3.1.3 imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment or Eurodollar Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment or Eurodollar Loans or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment or Eurodollar Loans held or interest received by it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation of making or maintaining its Commitment or Eurodollar Loans or to reduce the return received by such Lender or applicable Lending Installation in connection with such Commitment or Eurodollar Loans, then, within 15 days of demand, accompanied by the written statement required by Section 3.6, by such Lender, the Borrowers shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

3.2. Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change, then, within 15 days of demand, accompanied by the written statement required by Section 3.6, by such Lender, the Borrowers shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Revolving Credit Exposure or its Commitment hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Closing Date which affects the

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amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the Closing Date.

3.3. Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or (y) the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, or (iii) no reasonable basis exists for determining the Eurodollar Base Rate, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4.

3.4. Funding Indemnification. If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made or continued, or a Floating Rate Advance is not converted into a Eurodollar Advance, on the date specified by the applicable Borrower for any reason other than default by the Lenders, or a Eurodollar Advance is not prepaid on the date specified by such Borrower for any reason, such Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance; provided that a Defaulting Lender required to assign its Loans under Section 2.22 shall not be entitled to compensation under this Section 3.4 in connection with such assignment. Such loss or cost shall be deemed to be an amount determined by such Lender (if and to the extent such Lender, in its sole discretion, elects to impose such a charge) to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Advance had such event not occurred, at the Eurodollar Base Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid if it were to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the London interbank market.

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3.5. Taxes.

(i) All payments by any Borrower to or for the account of any Lender or the Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. If a Borrower is required by law to deduct any Taxes from or in respect of any sum payable hereunder, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) such Borrower shall make such deductions, (c) such Borrower shall pay the full amount deducted to the relevant taxing authority in accordance with applicable law and (d) such Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof or, if a receipt cannot be obtained with reasonable efforts, such other evidence of payment as is reasonably acceptable to the Agent, in each case within 30 days after such payment is made.

(ii) In addition, the Borrowers shall pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”).

(iii) The Borrowers shall indemnify the Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this Section 3.5(iii) shall be made within 30 days of the date the Agent or such Lender makes demand therefor pursuant to Section 3.6.

(iv) Each Lender shall deliver to the Agent and the applicable Borrower, not more than ten Business Days after the date on which it becomes a party to this Agreement (but in any event before a payment is due to it hereunder), two duly completed copies of:

(a) in the case of a Lender that is a U.S. Person, IRS Form W-9,

(b) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under any Loan Document, IRS form W-8BEN establishing an exemption from U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty,

(c) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (1) IRS Form W-8BEN and (2) a certificate to the effect that such Lender is not (A) a “bank” within the meaning of Section

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881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (D) conducting a trade or business in the United States with which the relevant interest payments are effectively connected,

(d) in the case of a Non-U.S. Lender for which payments under any Loan Document constitute income that is effectively connected with such Non-U.S. Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI,

(e) in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under any Loan Document (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms described in parts (a), (b), (c), (d) and (f) of this Section 3.5(iv) that would be required of each such beneficial owner, if such beneficial owner were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may certify that the requirements for such exemption are met on behalf of such partners or

(f) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. federal withholding tax, together with any other documentation necessary to enable the applicable Borrower or the Agent to determine the amount of tax (if any) required by law to be withheld.

Each Lender shall deliver to each of the Borrowers and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrowers or the Agent. Notwithstanding the foregoing in this Section 3.5(iv), no Lender shall have any obligation under this Section 3.5(iv) if an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of U.S. federal income tax.

(v) For any period during which a Lender has failed to provide the appropriate forms contemplated by Section 3.5(iv) above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which such Lender became a party to this Agreement (or, in the case of a Non-U.S.

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Lender that becomes a Lender pursuant to an assignment, unless and to the extent the assigning Lender was entitled, at the time of the assignment, to receive additional amounts with respect to such withholding taxes pursuant to this Section 3.5)), such Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under Section 3.5(iv) above, each Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

(vi) If the IRS or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all reasonable costs and expenses related thereto (including attorneys’ fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent). The obligations of the Lenders under this Section 3.5(vi) shall survive the payment of the Obligations and termination of this Agreement until the later of (i) the expiration of the statute of limitations (taking into account all extensions) for the assessment of such tax or (ii) the conclusion of any audit with respect to such tax.

3.6. Lender Statements; Survival of Indemnity. Each Lender shall deliver a written statement of such Lender to the applicable Borrower (with a copy to the Agent and each applicable Borrower) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on such Borrower in the absence of manifest error, and upon reasonable request of such Borrower, such Lender shall promptly provide supporting documentation describing and/or evidence of the applicable event giving rise to such amount to the extent not inconsistent with such Lender’s policies or applicable law. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type, currency and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the applicable Borrower of such written statement. The obligations of each Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be responsible for any reimbursement of any such amount under Section 3.1, 3.2, 3.4 or 3.5 which shall have accrued and of which the applicable Lender shall have become aware more than 180 days prior to its delivery to the Borrower of notice requesting reimbursement thereof.

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3.7. Alternative Lending Installation. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. A Lender’s designation of an alternative Lending Installation shall not affect the Borrowers’ rights under Section 2.22 to replace a Lender.

3.8. Allocation of Amounts Payable Among Borrowers. Each amount payable by “the Borrowers” under this Article shall be an obligation of, and shall be discharged (a) to the extent arising out of acts, events and circumstances related to a particular Borrower, by such Borrower and (b) otherwise, by all the Illinois Utilities and all the Borrowers, with each of them being severally liable for its Contribution Percentage of such amount.

ARTICLE IV

CONDITIONS PRECEDENT

4.1. Closing Date. The Closing Date shall occur and the Credit Agreement shall become effective on the date on which each of the following conditions precedent is satisfied (or waived in accordance with Section 8.2) and each of the Borrowers delivers to the Agent the items specified below:

4.1.1 Copies of the articles or certificate of incorporation of each Borrower, together with all amendments thereto, certified by the secretary or an assistant secretary of such Borrower, and a certificate of good standing with respect to each Borrower from the appropriate governmental officer in its jurisdiction of incorporation.

4.1.2 Copies, certified by the Secretary or Assistant Secretary of each Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party.

4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower.

4.1.4 Evidence satisfactory to the Agent that (i) each of the Existing Illinois Credit Agreements shall have been or shall simultaneously with the effectiveness of this Agreement on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof), and all loans and letters of credit outstanding, if any, and other amounts owed to the lenders or agents thereunder shall have been, or shall simultaneously with the

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effectiveness of this Agreement be, paid or terminated in full (or, in the case of letters of credit, other than Transferred Letters of Credit, cash collateralized in a manner satisfactory to the Agent and to the applicable issuing banks thereunder), and (ii) an amendment to extend the Ameren/UE Agreement to a final maturity not sooner than July 7, 2011, with extended commitments in an aggregate amount not less than $750,000,000, shall be effective.

4.2. Effectiveness of Lender Obligations as to the Company. The obligations of the Lenders and the Issuing Banks to make the initial Credit Extensions hereunder to the Company shall not become effective until the date on which each of the following conditions precedent with respect to the Company is satisfied (or waived in accordance with Section 8.2) and the Company delivers to the Agent the items specified below:

4.2.1 A certificate, signed by the Chairman, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, any Senior Vice President, any Vice President or the Treasurer of the Company, stating that on the Closing Date (a) no Default or Unmatured Default in respect of the Company has occurred and is continuing, and (b) all of the representations and warranties of the Company in Article V shall be true and correct in all material respects as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

4.2.2 A written opinion of the Company’s counsel, in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A.1, and the written opinion of counsel for the Illinois Utilities, in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A.2.

4.2.3 A counterpart of this Agreement signed on behalf of each party hereto, or written evidence satisfactory to the Agent (which may include a telecopy transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement.

4.2.4 Any Notes of the Company requested by Lenders pursuant to Section 2.16 payable to the order of each such requesting Lender.

4.2.5 Written money transfer instructions of the Company, in substantially the form of Exhibit D.1, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.

4.2.6 All documentation and other information that any Lender shall reasonably have requested in respect of the Company in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

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4.2.7 Such other documents as any Lender or its counsel may have reasonably requested.

4.3. Accession Dates. The Accession Date for any Illinois Utility shall not occur, and the obligations of the Lenders and the Issuing Banks to make Credit Extensions hereunder to such Illinois Utility shall not become effective, until the date on which each of the following conditions precedent is satisfied (or waived in accordance with Section 8.2) with respect to such Illinois Utility and such Illinois Utility delivers to the Agent the items specified below:

4.3.1 A certificate, signed by the Chairman, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, any Senior Vice President, any Vice President or the Treasurer of such Illinois Utility, stating that on the applicable Accession Date (a) no Default or Unmatured Default in respect of such Illinois Utility has occurred and is continuing (with compliance with Section 6.12.2 being determined for purposes of this Section 4.3.1 as if Section 6.12.2 were applicable to such Illinois Utility on and after the Closing Date), and (b) all of the representations and warranties of such Illinois Utility in Article V and in each Collateral Document to which such Illinois Utility is a party shall be true and correct in all material respects as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

4.3.2 Written opinions of such Illinois Utility’s counsel, in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibits A.3 and A.4.

4.3.3 Delivery of copies of such Illinois Utility’s required regulatory authorizations identified on Schedule 4.

4.3.4 Any Notes of such Illinois Utility requested by Lenders pursuant to Section 2.16 payable to the order of each such requesting Lender.

4.3.5 Written money transfer instructions of such Illinois Utility, in substantially the form of Exhibit D.2, D.3 or D.4, as applicable, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.

4.3.6 In the case of CILCO, the Agent shall have received:

(i) The CILCO Credit Agreement Bond in the aggregate principal amount equal to CILCO’s Borrower Sublimit as of the Accession Date.

(ii) A certificate of a duly authorized officer of the CILCO Trustee, certifying that the CILCO Credit Agreement Bond has been authenticated and is outstanding under the CILCO Indenture.

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(iii) A certificate of a duly authorized officer of CILCO certifying that attached thereto is (x) a true, correct and complete copy of the CILCO Indenture, as amended and supplemented by supplemental indentures, including the CILCO Supplemental Indenture, omitting copies of supplemental indentures that provide solely for the establishment and issuance of particular series of bonds or the addition of property, (y) a listing of the supplemental indentures currently in effect and confirming that the supplemental indentures specifically identified in such list as having amended or modified the terms of the CILCO Indenture as theretofore in effect (as opposed to merely establishing series of bonds or adding property) are the only supplemental indentures or other instruments in effect that have so amended or modified the CILCO Indenture and (z) a true, correct and complete copy of the CILCO Supplemental Indenture (provided that if any of the foregoing agreements shall have been delivered to the Agent under a similar officer’s certificate in connection with an “Accession Date” under an Existing Illinois Credit Agreement, the requirement in clause (x) above may be satisfied by delivery of a certificate of an officer of CILCO making reference to such prior officer’s certificate and certifying that, as of the present Accession Date, such agreements remain in full force and effect and, except as set forth in such present certification, have not been modified, supplemented or otherwise amended (other than by any supplemental indenture entered into to merely establish a series of bonds or add property to the trust estate therefor).

(iv) The CILCO Bond Delivery Agreement, executed and delivered by CILCO.

4.3.7 In the case of CIPS, the Agent shall have received:

(i) The CIPS Credit Agreement Bond in the aggregate principal amount equal to CIPS’s Borrower Sublimit as of the Accession Date.

(ii) A certificate of a duly authorized officer of the CIPS Trustee, certifying that the CIPS Credit Agreement Bond has been authenticated and is outstanding under the CIPS Indenture.

(iii) A certificate of a duly authorized officer of CIPS certifying that attached thereto is (x) a true, correct and complete copy of the CIPS Indenture, as amended and supplemented by supplemental indentures, including the CIPS Supplemental Indenture, omitting copies of supplemental indentures that provide solely for the establishment and issuance of particular series of bonds or the addition of property, (y) a listing of the supplemental indentures currently in effect and confirming that the supplemental indentures specifically identified in such list as having amended or modified the terms of the CIPS Indenture as theretofore in effect (as opposed to merely establishing series of bonds or adding property) are the only supplemental indentures or other instruments in effect that have so amended or modified the CIPS Indenture and (z) a complete and correct copy of the CIPS Supplemental Indenture (provided that if any of the foregoing agreements shall have been delivered to the Agent under a similar officer’s certificate in connection with an “Accession Date” under an Existing Illinois

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Credit Agreement, the requirement in clause (x) above may be satisfied by delivery of a certificate of an officer of CIPS making reference to such prior officer’s certificate and certifying that, as of the present Accession Date, such agreements remain in full force and effect and, except as set forth in such present certification, have not been modified, supplemented or otherwise amended (other than by any supplemental indenture entered into to merely establish a series of bonds or add property to the trust estate therefor).

(iv) The CIPS Bond Delivery Agreement, executed and delivered by CIPS.

4.3.8 In the case of IP, the Agent shall have received:

(i) The IP Credit Agreement Bond in the aggregate principal amount equal to IP’s Borrower Sublimit as of the Accession Date.

(ii) A certificate of a duly authorized officer of the IP Trustee, certifying that the IP Credit Agreement Bond has been authenticated and is outstanding under the IP Indenture.

(iii) A certificate of a duly authorized officer of IP certifying that attached thereto is (x) a true, correct and complete copy of the IP Indenture, as amended and supplemented by supplemental indentures, including the IP Supplemental Indenture, omitting copies of supplemental indentures that provide solely for the establishment and issuance of particular series of bonds or the addition of property, (y) a listing of the supplemental indentures currently in effect and confirming that the supplemental indentures specifically identified in such list as having amended or modified the terms of the IP Indenture as theretofore in effect (as opposed to merely establishing series of bonds or adding property) are the only supplemental indentures or other instruments in effect that have so amended or modified the IP Indenture and (z) a complete and correct copy of the IP Supplemental Indenture (provided that if any of the foregoing agreements shall have been delivered to the Agent under a similar officer’s certificate in connection with an “Accession Date” under an Existing Illinois Credit Agreement, the requirement in clause (x) above may be satisfied by delivery of a certificate of an officer of IP making reference to such prior officer’s certificate and certifying that, as of the present Accession Date, such agreements remain in full force and effect and, except as set forth in such present certification, have not been modified, supplemented or otherwise amended (other than by any supplemental indenture entered into to merely establish a series of bonds or add property to the trust estate therefor).

(iv) The IP Bond Delivery Agreement, executed and delivered by IP.

4.3.9 All documentation and other information that any Lender shall reasonably have requested in respect of such Illinois Utility in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

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4.4. Each Credit Extension. The Lenders and the Issuing Banks shall not be required to make any Credit Extension to a Borrower unless on the applicable Credit Extension Date:

4.4.1 There exists no Default or Unmatured Default with respect to such Borrower and no Default or Unmatured Default with respect to such Borrower will result from such Credit Extension or from the use of the proceeds therefrom.

4.4.2 The representations and warranties of such Borrower contained in Article V (other than, in the case of a Borrower that has met the Rating Condition as of the Credit Extension Date, the representations and warranties set forth in Section 5.5 and 5.7) and in each Collateral Document securing the Obligations of such Borrower to which the applicable Borrower or any of its Subsidiaries is party are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

4.4.3 All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders and their counsel.

4.4.4 All required regulatory authorizations of FERC and the Illinois Commerce Commission in respect of such Credit Extension to such Borrower shall have been obtained and shall be effective.

Each Borrowing Notice or request for the issuance of a Letter of Credit with respect to each such Credit Extension to a Borrower shall constitute a representation and warranty by the applicable Borrower that the conditions contained in Sections 4.4.1, 4.4.2 and 4.4.4 have been satisfied. Any Lender or Issuing Bank may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each Borrower hereby represents and warrants to each Lender, each Issuing Bank and the Agent, as to such Borrower and, as applicable, its Subsidiaries, as of each of (i) (x) in the case of the Company, the Closing Date, and (y) in the case of each Illinois Utility, its Accession Date, and (ii) each date as of which such Borrower is deemed to make the representations and warranties set forth in this Article under Section 4.4.

5.1. Existence and Standing. Such Borrower and each of its Subsidiaries (other than any Project Finance Subsidiary or Non-Material Subsidiary or an SPC) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, other than the failure of any such Borrower to be qualified to transact business in any such jurisdiction to the extent such failure could not reasonably be expected to result in a Material Adverse Effect.

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5.2. Authorization and Validity. Such Borrower has the power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by such Borrower of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper proceedings, and the Loan Documents to which such Borrower is a party constitute legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good faith and fair dealing.

5.3. No Conflict; Government Consent. Neither the execution and delivery by such Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or any of its Subsidiaries or (ii) such Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of the Ameren/UE Agreement or any indenture, any material instrument or any material agreement to which such Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Borrower or a Subsidiary pursuant to the terms of, the Ameren/UE Agreement or any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by such Borrower or any of its Subsidiaries, is required to be obtained by such Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings and issuances of Letters of Credit under this Agreement, the payment and performance by such Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

5.4. Financial Statements. The consolidated financial statements of such Borrower, audited by PricewaterhouseCoopers LLP, as of and for the fiscal year ended December 31, 2008, and the unaudited consolidated balance sheet of such Borrower as of March 31, 2009, and the related unaudited statement of income and statement of cash flows for the three-month period then ended, copies of which have been furnished to each Lender, fairly present in all material respects (subject in the case of such balance sheet and statement of income for the period ended March 31, 2009, to the absence of footnotes and subject to year-end adjustments) the consolidated financial condition of such Borrower at such dates and the consolidated results of the operations of such Borrower for the periods ended on such dates, were prepared, except in the case of such unaudited statements, in accordance with generally accepted accounting principles in effect on the dates such statements were prepared (except for the absence of footnotes and subject to year end audit adjustments) and fairly present the consolidated financial

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condition and operations of such Borrower at such dates and the consolidated results of their operations for the periods then ended. Except as disclosed in the financial statements referred to above or in the notes thereto or on Schedule 5 hereto, neither such Borrower nor any of its Subsidiaries has as of the Closing Date any material contingent liabilities.

5.5. Material Adverse Change. Since December 31, 2008, there has been no change in the business, Property, condition (financial or otherwise) or results of operations of such Borrower and its Subsidiaries (other than any Project Finance Subsidiary) which could reasonably be expected to have a Material Adverse Effect with respect to such Borrower, except for the Disclosed Matters.

5.6. Taxes. Such Borrower and its Subsidiaries have filed all U.S. federal tax returns and all other material tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by such Borrower or any of its Subsidiaries, except in respect of such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and as to which no Lien exists (except as permitted by Section 6.13.2). No claims have been, or are being, asserted with respect to such taxes that could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower and no Liens have been filed with respect to such taxes (other than as permitted pursuant to Section 6.13.2). The charges, accruals and reserves on the books of such Borrower and its Subsidiaries in respect of any taxes or other governmental charges are adequate. Except as provided in the following sentence, the IRS has closed audits of the U.S. federal income tax returns filed by such Borrower for all periods through the calendar taxable year ending December 31, 2004. The IRS has not closed audits of the CILCORP U.S. federal income tax returns for the calendar year ending December 31, 1998 and the portion of calendar year 1999 that ended with CILCORP’s acquisition by AES Corporation, which returns included CILCO. The IRS has not closed audits of CILCORP for subsequent periods.

5.7. Litigation and Contingent Obligations. Other than the Disclosed Matters, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of its officers, threatened against or affecting such Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect with respect to such Borrower or which seeks to prevent, enjoin or delay the making of any Loans to such Borrower.

5.8. Subsidiaries. Schedule 1 contains an accurate list of all Subsidiaries of such Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by such Borrower or other Subsidiaries of such Borrower. As of the Closing Date, all the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

5.9. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.

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5.10. Accuracy of Information. The information, exhibits or reports (other than budgets, forecasts, projections and forward looking statements (collectively, “Projections”)) with respect to such Borrower furnished to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents as of the date furnished do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. The Projections with respect to such Borrower furnished to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents as of the date furnished shall have been prepared in good faith based upon assumptions believed by such Borrower to be reasonable at the time such Projections were prepared.

5.11. Regulation U. Neither such Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (as defined in Regulation U), and after applying the proceeds of each Advance, margin stock (as defined in Regulation U) will constitute less than 25% of the value of those assets of such Borrower and its Subsidiaries that are subject to any limitation on sale, pledge, or any other restriction hereunder.

5.12. Material Agreements. Neither such Borrower nor any of its Subsidiaries is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect with respect to such Borrower as described in clauses (ii) and/or (iii) of the definition thereof. Neither such Borrower nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument (other than any of the foregoing evidencing or governing Indebtedness) to which it is a party, which default could reasonably be expected to have a Material Adverse Effect with respect to such Borrower.

5.13. Compliance With Laws. Except for the Disclosed Matters, such Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, non-compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.

5.14. Ownership of Properties. Such Borrower and its Subsidiaries have good title to or rights to use (except for minor defects in title that do not interfere with their ability to conduct their business as currently conducted or to utilize such properties for the intended purposes), free of all Liens other than those permitted by Section 6.13, all of the assets material to the business of such Borrower and its Subsidiaries, taken as a whole.

5.15. Plan Assets; Prohibited Transactions. Such Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the

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meaning of Section 4975 of the Code), and assuming the accuracy of the representations and warranties made in Section 9.12 and in any assignment made pursuant to Section 12.3.3, neither the execution of this Agreement nor the making of Loans hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

5.16. Environmental Matters. In the ordinary course of its business, the officers of such Borrower consider the effect of Environmental Laws on the business of such Borrower and its Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities accruing to such Borrower due to Environmental Laws. On the basis of this consideration, such Borrower has concluded that, other than the Disclosed Matters, there exists no violation of, no actual or contingent liability under, and no requirement under any Environmental Laws that could reasonably be expected to have a Material Adverse Effect with respect to such Borrower. Except for the Disclosed Matters, and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, neither such Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment.

5.17. Investment Company Act. Neither such Borrower nor any Subsidiary of such Borrower is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

5.18. Regulatory Matters. (a) The Company is a “holding company” and each Illinois Utility is a “public-utility company”, as such terms are defined in the 2005 Act. Each Illinois Utility is a “public utility” as defined in the Illinois Public Utilities Act.

(b) No authorization from FERC or the Illinois Commerce Commission (the “ICC”) is required to permit the Company to borrow under this Agreement.

(c) The FERC, in accordance with the Federal Power Act, has (i) granted blanket authorization to IP to issue securities and assume liabilities, including borrowing under this Agreement, pursuant to an order captioned Illinois Power Company, d/b/a Ameren IP et al., 110 FERC ¶ 61,408 (March 31, 2005) (Docket ER05-638-000) and (ii) issued an order authorizing the incurrence of short-term indebtedness by each of the other Illinois Utilities in an aggregate principal amount outstanding not to exceed its FERC Limit, subject to, among other things, the condition that all such indebtedness be issued on or before March 31, 2010. Unless such authorization is no longer required by applicable laws and regulations (and the Agent shall have received confirmation thereof reasonably satisfactory to it), additional authorization from the FERC (or any governmental agency that succeeds to the authority of the FERC) will be necessary for each of the Illinois Utilities (other than IP) to obtain any Advances under this Agreement or to incur or issue short-term indebtedness, including without limitation Advances extended under this Agreement after March 31, 2010. In addition, with respect to each Illinois Utility, the ICC has issued an order (in each case, an “ICC Authorization”) as of the Accession Date for each of the respective Illinois Utilities authorizing such Illinois Utility to issue and deliver the CIPS Credit Agreement Bond (in the case of CIPS), the CILCO Credit Agreement

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Bond (in the case of CILCO) and the IP Credit Agreement Bond (in the case of IP), in each case, as collateral for such Illinois Utility’s Obligations. No approval of the ICC is required for any Illinois Utility to enter into this Credit Agreement or to borrow Advances or incur Obligations hereunder. Except for (i) in the case of IP, CIPS and CILCO, the aforesaid orders/authorizations of the FERC (as listed on Schedule 4 hereto) and (ii) in the case of the Illinois Utilities, the ICC Authorizations (as listed on Schedule 4 hereto) relating to such Illinois Utility, as of the Closing Date, with respect to the Company, and as of the applicable Accession Date for each of the respective Illinois Utilities, with respect to such Illinois Utility, no regulatory authorizations, approvals, consents, registrations, declarations or filings are required in connection with the borrowings by, and issuances of Letters of Credit for the account of, the Company or any such Illinois Utility hereunder or the performance by each of Company and such Illinois Utility of its Obligations hereunder and under the other Loan Documents, except where the failure to have obtained, made or maintained any such authorizations, approvals, consents, registrations, declarations or filings could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower. No regulatory authorizations, approvals, consents, registrations, declarations or filings are required in connection with the borrowings by, and issuances of Letters of Credit for the account of, any Borrower hereunder or the performance by any Borrower of its Obligations, except as set forth above or where the failure to have obtained, made or maintained any such authorizations, approvals, consents, registrations, declarations or filings could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.

5.19. Insurance. Such Borrower maintains, and has caused each of its Subsidiaries to maintain, with financially sound and reputable insurance companies, insurance on all its Property in such amounts, subject to such deductibles and self-insurance retentions, and covering such properties and risks as are consistent with sound business practice.

5.20. No Default or Unmatured Default. No Default or Unmatured Default has occurred and is continuing with respect to such Borrower.

5.21. Collateral Matters.

5.21.1 CILCO. In the case of CILCO:

(i) The CILCO Credit Agreement Bond has been duly authorized by CILCO and, when delivered to the Agent under the CILCO Bond Delivery Agreement, the CILCO Credit Agreement Bond will have been duly executed, authenticated, issued and delivered, and will constitute valid and legally binding obligations of CILCO entitled to participate ratably with the other First Mortgage Bonds from time to time outstanding thereunder in the security afforded by the CILCO Indenture. The CILCO Indenture has been duly authorized by CILCO and, at CILCO’s Accession Date, the CILCO Indenture (as supplemented and amended by the CILCO Supplemental Indenture) will be duly executed and delivered by CILCO and will be a valid and legally binding instrument, enforceable against CILCO in accordance with its terms, subject to the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein and except as may be limited by (i) bankruptcy, insolvency, reorganization and other

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similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good faith and fair dealing.

(ii) The CILCO Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended. The issuance of the CILCO Credit Agreement Bond to the Agent is not required to be registered under the Securities Act of 1933, as amended.

(iii) Substantially all of the permanent, fixed properties of CILCO are owned in fee simple or are held under valid leases, in each case subject only to the lien of the CILCO Indenture and “excepted encumbrances” (as defined in the CILCO Indenture) and such minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the title of CILCO to its properties or its right to use its properties in connection with its business as presently conducted. The CILCO Indenture creates in favor of the CILCO Trustee for the ratable benefit of the holders of each outstanding series of First Mortgage Bonds issued under the CILCO Indenture, including the Agent as holder of the CILCO Credit Agreement Bond, a legal, valid and enforceable first priority security interest in substantially all the property, plant and equipment, franchises and related rights of CILCO and constitutes a perfected security interest in all such property and assets, subject to (A) Liens, reservations and exceptions permitted under the CILCO Indenture as in effect on the date hereof and under Section 6.13 and (B) the terms of the franchises, licenses, easements, leases, permits, contracts and other instruments under which such property and assets are held or operated.

(iv) Upon each delivery of the CILCO Credit Agreement Bond to the Agent and unless the CILCO Credit Agreement Bond has been released by the Agent in accordance with the terms of this Agreement, the CILCO Credit Agreement Bond has been paid in full, or both CILCO’s Borrower Sublimit and CILCO’s Borrower Credit Exposure have been reduced to zero, (A) the CILCO Credit Agreement Bond is outstanding in an amount not less than CILCO’s Borrower Sublimit and CILCO’s Borrower Credit Exposure at such time, (B) the Agent is the holder of the CILCO Credit Agreement Bond delivered under the CILCO Bond Delivery Agreement for all purposes under the CILCO Indenture (unless the Agent transfers the CILCO Credit Agreement Bond in accordance with the terms of this Agreement) and (C) the CILCO Credit Agreement Bond ranks pari passu with all other bonds and instruments issued pursuant to the CILCO Indenture.

(v) As of the Closing Date, after giving effect to the delivery of the $150,000,000 CILCO Credit Agreement Bond to the Agent, and after giving effect to the retirement of the First Mortgage Bonds issued by CILCO to secure the Existing Illinois Credit Agreements, the principal amount of outstanding Indebtedness issued under the CILCO Indenture is $429,000,000.

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5.21.2 CIPS. In the case of CIPS:

(i) The CIPS Credit Agreement Bond has been duly authorized by CIPS and, when delivered to the Agent under the CIPS Bond Delivery Agreement, the CIPS Credit Agreement Bond will have been duly executed, authenticated, issued and delivered, and will constitute valid and legally binding obligations of CIPS entitled to participate ratably with the other First Mortgage Bonds from time to time outstanding thereunder in the security afforded by the CIPS Indenture. The CIPS Indenture has been duly authorized by CIPS and, at CIPS’s Accession Date, the CIPS Indenture (as supplemented and amended by the CIPS Supplemental Indenture) will be duly executed and delivered by CIPS and will be a valid and legally binding instrument, enforceable against CIPS in accordance with its terms, subject to the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein and except as may be limited by (i) bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good faith and fair dealing.

(ii) The CIPS Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended. The issuance of the CIPS Credit Agreement Bond to the Agent is not required to be registered under the Securities Act of 1933, as amended.

(iii) Substantially all of the permanent, fixed properties of CIPS are owned in fee simple or are held under valid leases, in each case subject only to the lien of the CIPS Indenture and “permitted encumbrances and liens” (as defined in the CIPS Indenture) and such minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the title of CIPS to its properties or its right to use its properties in connection with its business as presently conducted. The CIPS Indenture creates in favor of the CIPS Trustee for the ratable benefit of the holders of each outstanding series of First Mortgage Bonds issued under the CIPS Indenture, including the Agent as holder of the CIPS Credit Agreement Bond, a legal, valid and enforceable first priority security interest in substantially all the property, plant and equipment, franchises and related rights of CIPS and constitutes a perfected security interest in all such property and assets, subject to (A) Liens, reservations and exceptions permitted under the CIPS Indenture as in effect on the date hereof and under Section 6.13 and (B) the terms of the franchises, licenses, easements, leases, permits, contracts and other instruments under which such property and assets are held or operated.

(iv) Upon each delivery of the CIPS Credit Agreement Bond to the Agent and unless the CIPS Credit Agreement Bond has been released by the Agent in accordance with the terms of this Agreement, the CIPS Credit Agreement Bond has been paid in full, or both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have been reduced to zero, (A) the CIPS Credit Agreement Bond is outstanding in

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an amount not less than the CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure at such time, (B) the Agent is the holder of the CIPS Credit Agreement Bond delivered under the CIPS Bond Delivery Agreement for all purposes under the CIPS Indenture (unless the Agent transfers the CIPS Credit Agreement Bond in accordance with the terms of this Agreement) and (C) the CIPS Credit Agreement Bond ranks pari passu with all other bonds and instruments issued pursuant to the CIPS Indenture.

(v) As of the Closing Date, after giving effect to the delivery of the $135,000,000 CIPS Credit Agreement Bond to the Agent, and after giving effect to the retirement of the First Mortgage Bonds issued by CIPS to secure the Existing Illinois Credit Agreement described in clause (a) of the definition thereof, the principal amount of outstanding Indebtedness issued under the CIPS Indenture is $446,500,000.

5.21.3 IP. In the case of IP:

(i) The IP Credit Agreement Bond has been duly authorized by IP and, when delivered to the Agent under the IP Bond Delivery Agreement, the IP Credit Agreement Bond will have been duly executed, authenticated, issued and delivered, and will constitute a valid and legally binding obligation of IP entitled to participate ratably with the other First Mortgage Bonds from time to time outstanding thereunder in the security afforded by the IP Indenture. The IP Indenture has been duly authorized by IP and, at IP’s Accession Date, the IP Indenture (as supplemented and amended by the IP Supplemental Indenture) will be duly executed and delivered by IP and will be a valid and legally binding instrument, enforceable against IP in accordance with its terms, subject to the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein and except as may be limited by (i) bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good faith and fair dealing.

(ii) The IP Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended. The issuance of the IP Credit Agreement Bond to the Agent is not required to be registered under the Securities Act of 1933, as amended.

(iii) Substantially all of the permanent, fixed properties of IP are owned in fee simple or are held under valid leases, in each case subject only to the lien of the IP Indenture and “Permitted Liens” (as defined in the IP Indenture) and such minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the title of IP to its properties or its right to use its properties in connection with its business as presently conducted. The IP Indenture creates in favor of the IP Trustee for the ratable benefit of the holders of each outstanding series of First Mortgage Bonds issued under the IP

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Indenture, including the Agent as holder of the IP Credit Agreement Bond, a legal, valid and enforceable first priority security interest in substantially all the property, plant and equipment, franchises and related rights of IP and constitutes a perfected security interest in all such property and assets, subject to (A) Liens, reservations and exceptions permitted under the IP Indenture as in effect on the date hereof and under Section 6.13 and (B) the terms of the franchises, licenses, easements, leases, permits, contracts and other instruments under which such property and assets are held or operated. The “Existing IPC Mortgage” (as defined in the IP Indenture) has been terminated and the Lien thereof released and there are no outstanding “Prior Bonds” (as defined in the IP Indenture).

(iv) Upon delivery of the IP Credit Agreement Bond to the Agent and unless the IP Credit Agreement Bond has been released by the Agent in accordance with the terms of this Agreement, the IP Credit Agreement Bond has been paid in full, or both IP’s Borrower Sublimit and IP’s Borrower Credit Exposure have been reduced to zero, (A) the IP Credit Agreement Bond is outstanding (to the extent both IP’s Borrower Sublimit and IP’s Borrower Credit Exposure have not been permanently reduced), (B) the Agent is the holder of the IP Credit Agreement Bond for all purposes under the IP Indenture (unless the Agent transfers the IP Credit Agreement Bond in accordance with the terms of this Agreement) and (C) the IP Credit Agreement Bond ranks pari passu with all other bonds and instruments issued pursuant to the IP Indenture.

(v) As of the Closing Date, after giving effect to the delivery of the $350,000,000 IP Credit Agreement Bond to the Agent, and after giving effect to the retirement of the First Mortgage Bonds issued by IP to secure the Existing Illinois Credit Agreements, the principal amount of outstanding Indebtedness issued under the IP Indenture is $1,500,070,000.

5.21.4 Collateral Documents. CILCO represents and warrants that the copy of the CILCO Indenture delivered to the Agent prior to the Closing Date is complete (except for the omission of supplemental indentures that provide solely for the establishment and issuance of particular series of bonds and the addition of property) and correct in all material respects as of each of the Closing Date and, except for the issuance of the CILCO Supplemental Indenture and supplemental indentures that provide solely for the establishment and issuance of particular series of bonds and the addition of property, CILCO’s Accession Date. CIPS represents and warrants that the copy of the CIPS Indenture delivered to the Agent prior to the Closing Date is complete (except for the omission of supplemental indentures that provide solely for the establishment and issuance of particular series of bonds and the addition of property) and correct in all material respects as of each of the Closing Date and, except for the issuance of the CIPS Supplemental Indenture and supplemental indentures that provide solely for the establishment and issuance of particular series of bonds and the addition of property, CIPS’s Accession Date. IP represents and warrants that the copy of the IP Indenture delivered to the Agent prior to the Closing Date is complete (except for the

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omission of supplemental indentures that provide solely for the establishment and issuance of particular series of bonds and the addition of property) and correct in all material respects as of each of the Closing Date and, except for the issuance of the IP Supplemental Indenture and supplemental indentures that provide solely for the establishment and issuance of particular series of bonds and the addition of property, IP’s Accession Date.

ARTICLE VI

COVENANTS

From and after the Closing Date (or, in the case of each Illinois Utility, its Accession Date) and thereafter during the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

6.1. Financial Reporting. Each Borrower will maintain, for itself and each of its subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Agent, and the Agent shall promptly deliver to each of the Lenders (it being agreed that the obligation of any Borrower to furnish the consolidated financial statements referred to in paragraphs 6.1.1 and 6.1.2 below may be satisfied by the delivery of annual and quarterly reports from such Borrower to the SEC on Forms 10-K and 10-Q containing such statements):

6.1.1 Within 75 days after the close of each fiscal year, such Borrower’s audited consolidated financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis, including balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) an audit report, unqualified as to scope, of a nationally recognized firm of independent public accountants; (b) any management letter prepared by said accountants, and (c) a certificate of said accountants that, in the course of their audit of the foregoing, they have obtained no knowledge that such Borrower failed to comply with certain terms, covenants and provisions of this Agreement as they relate to accounting matters, or, if in the opinion of such accountants any such failure shall have occurred, stating the nature and status thereof. In addition, the Company shall deliver for each of Union Electric, Genco and CILCORP the consolidated financial statements and any items referred to under clauses (a) and (b) that would have been required to be delivered by it under this Section 6.1.1 if it were a Borrower at such time.

6.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, such Borrower’s consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles (except for the absence of footnotes and year-end adjustments) and consistency by its

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chief financial officer, controller or treasurer. In addition, the Company shall deliver for each of Union Electric, Genco and CILCORP the consolidated financial statements and the certification of its chief financial officer, controller or treasurer that would have been required to be delivered by it under this Section 6.1.2 if it were a Borrower at such time.

6.1.3 Together with the financial statements required under Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit B signed by such Borrower’s chief financial officer, controller or treasurer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default with respect to such Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof.

6.1.4 As soon as possible and in any event within 10 days after such Borrower knows that any ERISA Event has occurred that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of such Borrower, its Subsidiaries or any Commonly Controlled Entity in an aggregate amount exceeding $25,000,000, a statement, signed by the chief financial officer, controller or treasurer of such Borrower, describing said ERISA Event and the action which such Borrower proposes to take with respect thereto.

6.1.5 As soon as possible and in any event within 10 days after receipt by such Borrower, a copy of (a) any notice or claim to the effect that such Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by such Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by such Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect with respect to such Borrower.

6.1.6 Promptly upon becoming aware thereof, notice of any upgrading or downgrading of such Borrower’s S&P Rating or Moody’s Rating or the rating (if any) of such Borrower’s Obligations hereunder, senior unsecured debt, commercial paper or First Mortgage Bonds or of such Borrower’s corporate, issuer or issuer default rating by Moody’s, S&P or Fitch.

6.1.7 Such other information (including non-financial information) as the Agent or any Lender may from time to time reasonably request.

6.2. Use of Proceeds and Letters of Credit. Each Borrower will, and will cause each of its Subsidiaries to, use the proceeds of the Advances to repay loans outstanding under the Existing Illinois Credit Agreements, and for general corporate purposes, including without limitation, for working capital, commercial paper liquidity support with respect to commercial paper issued by such Borrower or its Subsidiaries, and other funding needs, to fund loans under

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and pursuant to the Money Pool Agreements or other short-term intercompany loan arrangements, and to pay fees and expenses incurred in connection with this Agreement. Each Borrower shall use the proceeds of Advances in compliance with all applicable contractual, legal and regulatory requirements and any such use shall not result in a violation of any such requirements, including, without limitation, Regulation U and Regulation X, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. Each Borrower shall use the Letters of Credit for general corporate purposes.

6.3. Notice of Default. Within five (5) Business Days after an Authorized Officer of any Borrower becomes aware thereof, such Borrower will, and will cause each Subsidiary to, give notice in writing to the Agent of the occurrence of any Default or Unmatured Default and, unless otherwise reported to the SEC in such Borrower’s filings under the Securities Exchange Act of 1934, of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect with respect to such Borrower.

6.4. Conduct of Business. Each Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and, except where any of the following could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business. Each Borrower will, and will cause each of its Subsidiaries to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise in which it is presently conducted or in a manner or fields of enterprise reasonably related thereto. Notwithstanding the foregoing, no Borrower shall be prohibited from (i) dissolving any Inactive Subsidiary, (ii) consummating any merger or consolidation permitted under Section 6.10 or (iii) the sale, transfer or other disposition of any Subsidiary or assets to the extent permitted pursuant to Section 6.11.

6.5. Taxes. Each Borrower will, and will cause each of its Subsidiaries to, timely file complete and correct U.S. federal and all other applicable material foreign, state and local tax returns required by law and pay when due all U.S. federal and all other applicable material foreign, state and local taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been recorded in accordance with Agreement Accounting Principles.

6.6. Insurance. Each Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies insurance on all its Property in such amounts, subject to such deductibles and self-insurance retentions, and covering such risks as is consistent with sound business practice, and such Borrower will furnish to any Lender upon request full information as to the insurance carried.

6.7. Compliance with Laws; Federal Energy Regulatory Commission and Illinois Commerce Commission Authorization. (a) Each Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.

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(b) Each Borrower further agrees not to request any Advance or permit any Loan to remain outstanding hereunder in violation of any applicable FERC or Illinois Commerce Commission authorization described in Section 5.18 or any conditions thereof, as in effect from time to time.

6.8. Maintenance of Properties. Subject to Section 6.11, each Borrower will, and will cause each of its Subsidiaries to, do all things necessary to maintain, preserve, protect and keep its Property material to the conduct of the business of such Borrower and its Subsidiaries, taken as a whole, in good repair, working order and condition (ordinary wear and tear excepted), and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times.

6.9. Inspection; Keeping of Books and Records. Each Borrower will, and will cause each of its Subsidiaries to, permit the Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, books and financial records of such Borrower and each of its Subsidiaries, to examine and make copies of the books of accounts and other financial records of such Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of such Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Agent or any Lender may designate. Each Borrower shall keep and maintain, and cause each of its Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default with respect to a Borrower has occurred and is continuing, such Borrower, upon the Agent’s request, shall turn over copies of any such records to the Agent or its representatives.

6.10. Merger. No Borrower will, or will permit any of its Subsidiaries to, merge or consolidate with or into any other Person, except (i) any Subsidiary other than a Borrower may merge or consolidate with a Borrower if such Borrower is the corporation surviving such merger, (ii) any Borrower may merge or consolidate with the Company if the Company is the corporation surviving such merger and succeeds to all the Obligations of such Borrower under documentation reasonably satisfactory to the Agent, (iii) any Subsidiary other than a Borrower may merge or consolidate with any other Subsidiary, provided that, except as permitted pursuant to Section 6.11.14, each Borrower’s aggregate direct and indirect ownership interest in the survivor thereof shall not be less than such Borrower’s direct and indirect ownership interest in either of such Subsidiaries prior to such merger, (iv) a Permitted Illinois Utility Combination may be consummated, provided that if a Borrower is party thereto, a Borrower shall be the surviving Person thereof, and (v) any Borrower or any Subsidiary may merge or consolidate with any Person other than a Borrower or a Subsidiary if (a) such Person was organized under the laws of the United States of America or one of its States and (b) such Borrower or such Subsidiary is the corporation surviving such merger; provided that, in each case, after giving effect thereto, no Default or Unmatured Default with respect to such Borrower will be in existence.

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6.11. Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries to, lease, sell or otherwise dispose of (collectively, for purposes of this definition, a “disposition”) its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except:

6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business.

6.11.2 A disposition (including by way of an Investment) of assets by a Subsidiary of such Borrower (other than a Subsidiary of such Borrower that is itself a Borrower or any Subsidiary of such other Borrower) to such Borrower or another Subsidiary of such Borrower.

6.11.3 (a) A disposition by a Borrower, or any of its Subsidiaries, to another Subsidiary of the Company of Property received by such Borrower or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiary, specifically for transfer to the Subsidiary of such Borrower, or (b) a disposition by a Borrower, or any of its Subsidiaries, to any other Affiliate of assets, property or cash received from an Affiliate (other than from a Borrower or a Subsidiary of any Borrower) specifically for transfer to such Affiliate.

6.11.4 The payment of dividends in cash or common equity by the Company or any Subsidiary to holders of its equity interests.

6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to those of the Money Pool Agreements.

6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries.

6.11.7 The transfer pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system.

6.11.8 Dispositions pursuant to Leveraged Lease Sales.

6.11.9 Disposition of assets deemed to have occurred by virtue of the consummation of a Permitted Illinois Utility Combination consummated in accordance with Section 6.10.

6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other

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than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such Borrower as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition; provided that in the case of the Company, each reference in this Section 6.11.10 to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company.

6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the Company (and contributions by any such Subsidiary to one of its Subsidiaries of any such contribution received by such Subsidiary after the date hereof from the Company or a Subsidiary specifically for transfer to the Subsidiary of such Subsidiary).

6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets.

6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization.

6.11.14 Any transfer of equity interests in Resources as a result of which Resources ceases to be a subsidiary of CILCO (but would remain a subsidiary of the Company) or any other transfer of assets of Resources to a subsidiary of the Company, whether pursuant to a merger, sale, transfer, dividend, distribution or other corporate reorganization; provided that in any such case no Default or Unmatured Default shall have occurred and be continuing at the time of, or after giving effect to, the consummation of such transaction.

6.11.15 In the case of the Company, any disposition to or Investment in any subsidiary.

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6.12. Indebtedness of Project Finance Subsidiaries, Investments in Project Finance Subsidiaries or Non Material Subsidiaries and Other Investments; Acquisitions.

6.12.1 Neither any Borrower nor any of its Subsidiaries shall be directly or indirectly, primarily or secondarily, liable for any Indebtedness or any other form of liability, whether direct, contingent or otherwise, of a Project Finance Subsidiary nor shall any Borrower or any of its Subsidiaries provide any guarantee of the Indebtedness, liabilities or other obligations of a Project Finance Subsidiary. No Borrower will, or will permit any of its Subsidiaries to, make or suffer to exist Investments in Project Finance Subsidiaries or Non-Material Subsidiaries in excess of $100,000,000 in the aggregate for all the Borrowers and Subsidiaries at any time outstanding (net of return of capital (but not return on capital) in respect of each such Investment and valued at the time of the making of such Investment), of which no more than $50,000,000 may at any time be represented by Contingent Obligations in respect of obligations of Non-Material Subsidiaries. No Borrower will, or will permit any of its Subsidiaries to, consummate any Acquisition other than an Acquisition (a) which is consummated on a non-hostile basis approved by a majority of the board of directors or other governing body of the Person being acquired and (b) which involves the purchase of a business line similar, related, complementary or incidental to that of such Borrower and its Subsidiaries as of the Closing Date unless the purchase price therefor is less than or equal to (i) $10,000,000 with respect thereto or (ii) $50,000,000 when taken together with all other Acquisitions consummated by all the Borrowers and Subsidiaries during the term of this Agreement which do not otherwise satisfy the conditions described above in this clause (b), and, as of the date of such Acquisition and after giving effect thereto, no Default or Unmatured Default shall exist with respect to such Borrower.

6.12.2 No Borrower will, or will permit any of its Subsidiaries to, make any Investment in, or lease, sell or otherwise dispose of any asset to, any Affiliate of the Company other than:

(i) as would be permitted under Section 6.11.1, 6.11.2, 6.11.8, 6.11.9, 6.11.13, 6.11.14 or 6.11.15,

(ii) Investments pursuant to cash management and money pool arrangements among the Company and its Affiliates (consistent with past practices and subject to compliance with record-keeping arrangements sufficient to allow at any time the identification of cash to the owners thereof at such time (it being understood that compliance with FERC applicable regulatory requirements to such effect shall be deemed sufficient)),

(iii) transfers of assets to an Affiliate of the Company for fair market value (or, to the extent obligatory under applicable regulatory requirements, book value) paid in cash or in the form of tangible assets useful in the business of the Borrower or Subsidiary making such transfer,

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(iv) (a) a disposition by a Subsidiary to an Affiliate of the Company of Property received by such Subsidiary after the Closing Date from the Company, directly or indirectly through another Subsidiary of the Company, specifically for disposition to such Affiliate, provided that such Investment by the Company in such Affiliate is otherwise permitted pursuant to the provisions of this Section 6.12.2, (b) a disposition by a Borrower, or any of its Subsidiaries, to any other Affiliate of assets, property or cash received from an Affiliate (other than from a Borrower or a Subsidiary of any Borrower) specifically for transfer to such Affiliate, or (c) an Investment in an Affiliate of the Company (other than an Affiliate that owns equity of the Company) by the Company or a Hybrid Vehicle of proceeds received by the Company or such Hybrid Vehicle from any issuance permitted hereunder of equity securities of the Company or Hybrid Securities, in each case, sold or issued specifically for the purpose of funding such Investment in such Affiliate,

(v) any Investment by a Borrower in, or any other disposition by a Borrower to, an Affiliate of the Company, provided that the aggregate book value of all such Investments made and assets disposed of in reliance on this clause (v) after the Closing Date by such Borrower does not exceed $25,000,000 at any time outstanding (net of return of capital (but not return on capital) in respect of each such Investment and valued at the time of the making of such Investment),

(vi) the payment of dividends in cash or common equity by a Borrower or any Subsidiary to holders of its equity interests,

(vii) in the case of any Borrower, Investments in and leases, sales and other dispositions to Affiliates of such Borrower that have on terms and under documentation satisfactory to the Agent become guarantors of such Borrower’s obligations under this Agreement,

(viii) loans by the Company to subsidiaries (other than Subsidiaries) of the Company in an aggregate amount outstanding, together with any amounts outstanding pursuant to clause (ix) below and the principal amount outstanding of promissory notes issued pursuant to clause (x) below, at any time not to exceed $1,000,000,000,

(ix) equity Investments by the Company in Affiliates (other than Subsidiaries) of the Company in an aggregate amount outstanding (net of return of capital (but not return on capital) in respect of each such Investment and valued at the time of the making of such Investment), together with the principal amount outstanding under any loans made pursuant to clause (viii) above and the principal amount outstanding of promissory notes issued pursuant to clause (x) below, at any time not to exceed $1,000,000,000 (provided that the aggregate amount of such Investments in Affiliates that are not subsidiaries shall not exceed $200,000,000), and

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(x) transfers of assets to a subsidiary of the Company (other than Subsidiaries) for fair market value (or, to the extent obligatory under applicable regulatory requirements, book value) paid in the form of promissory notes of the transferees in an aggregate principal amount outstanding, together with the principal amount of any loans outstanding made pursuant to clause (viii) above and any amounts outstanding pursuant to clause (ix) above, at any time not to exceed $1,000,000,000.

6.13. Liens. No Borrower will, or will permit any of its Subsidiaries (other than a Project Finance Subsidiary or Non-Material Subsidiary or an SPC) to, create, incur, or suffer to exist any Lien in, of or on the Property of such Borrower or any of its Subsidiaries, except:

6.13.1 Liens, if any, securing the Loans and other Obligations hereunder.

6.13.2 Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books.

6.13.3 Liens imposed by law, such as landlords’, wage earners’, carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books.

6.13.4 Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation.

6.13.5 Liens existing on the date hereof and described in Schedule 2.

6.13.6 Deposits securing liability to insurance carriers under insurance or self-insurance arrangements.

6.13.7 Deposits or accounts to secure the performance of bids, trade contracts or obligations (other than for borrowed money), vendor and service provider arrangements, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business.

6.13.8 Easements, reservations, rights-of-way, restrictions, survey exceptions and other similar encumbrances as to real property of such Borrower and its Subsidiaries which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not materially interfere with the conduct of the business of such Borrower or any such Subsidiary conducted at the property subject thereto.

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6.13.9 Liens arising out of judgments or awards not exceeding (i) in the case of the Company, $50,000,000 in the aggregate for the Company and all its Subsidiaries with respect to which appeals are being diligently pursued, and, pending the determination of such appeals, such judgments or awards having been effectively stayed, or not more than 45 days has elapsed prior to the satisfaction or payment of such judgment or award giving rise to such Lien and (ii) in the case of each other Borrower, $25,000,000 in the aggregate for such Borrower and its Subsidiaries with respect to which appeals are being diligently pursued, and, pending the determination of such appeals, such judgments or awards having been effectively stayed or not more than 45 days has elapsed prior to the satisfaction or payment of such judgment or award giving rise to such Lien.

6.13.10 Liens, securing obligations constituting neither obligations nor Contingent Obligations of the Borrower or any Subsidiary nor on account of which the Borrower or any Subsidiary customarily pays interest, upon real estate upon which the Borrower or any Subsidiary has a right-of-way, easement, franchise or other servitude or of which the Borrower or any Subsidiary is the lessee of the whole thereof or any interest therein, including, but not limited to, for the purpose of locating transmission and distribution lines and related support structures, pipe lines, substations, measuring stations, tanks, pumping or delivery equipment or similar equipment.

6.13.11 Liens arising by virtue of any statutory, contractual or common law provision relating to banker’s liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a depository institution.

6.13.12 Liens on assets of Resources securing Resources Permitted Debt.

6.13.13 Liens (a) on assets of CIPS existing on the date hereof and (b) Liens created pursuant to the CIPS Indenture securing First Mortgage Bonds; provided that the Liens of such CIPS Indenture shall extend only to the property of CIPS (including, to the extent applicable, after acquired property) that is or would be covered by the Liens of the CIPS Indenture as in effect on the date hereof.

6.13.14 Any Liens existing on any assets of IP or any of its subsidiaries or related trusts related to the Illinois Power Special Purpose Trust Transitional Funding Trust Notes, Series 1998-1.

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6.13.15 Liens existing on any capital assets of any Subsidiary of such Borrower at the time such Subsidiary becomes a Subsidiary and not created in contemplation of such event.

6.13.16 Liens on any capital assets securing Indebtedness incurred or assumed for the purpose of financing or refinancing all or any part of the cost of acquiring or constructing such asset; provided that such Lien attaches to such asset concurrently with or within eighteen (18) months after the acquisition or completion of construction thereof.

6.13.17 Liens existing on any capital assets of any Subsidiary of such Borrower at the time such Subsidiary is merged or consolidated with or into such Borrower or merged with or consolidated into any Subsidiary and not created in contemplation of such event.

6.13.18 Liens existing on any assets prior to the acquisition thereof by such Borrower or any of its Subsidiaries and not created in contemplation thereof; provided that such Liens do not encumber any other property or assets.

6.13.19 Liens (a) on the capital stock of CILCO and on the assets of CILCO and any other Subsidiary of CILCORP existing on the date hereof and/or (b) Liens created pursuant to the CILCO Indenture securing First Mortgage Bonds and/or (c) created pursuant to the CILCORP Pledge Agreement; provided that the Liens of such CILCO Indenture or CILCORP Pledge Agreement shall extend only to the property (including, to the extent applicable, after acquired property) that is or would be covered by the Liens of the CILCO Indenture and/or the CILCORP Pledge Agreement as in effect on the date hereof.

6.13.20 Undetermined Liens and charges incidental to construction.

6.13.21 Liens on Property or assets of a Subsidiary in favor of such Borrower or a Subsidiary that is directly or indirectly wholly owned by such Borrower.

6.13.22 Liens (a) on assets of IP existing on the date hereof and (b) Liens created pursuant to the IP Indenture securing First Mortgage Bonds; provided that the Liens of such IP Indenture shall extend only to the property of IP (including, to the extent applicable, after acquired property) that is or would be covered by the Liens of the IP Indenture as in effect on the date hereof.

6.13.23 Liens representing the ownership interests or rights of a lessor in a Property leased by a Borrower or any of its Subsidiaries.

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6.13.24 Liens arising in connection with sales or transfers of, or financings secured by, Receivables, including Liens granted by an SPC to secure Indebtedness arising under a Permitted Securitization.

6.13.25 Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of Section 6.13.12 through 6.13.23; provided that (a) such Indebtedness is not secured by any additional assets, and (b) the amount of such Indebtedness secured by any such Lien is not increased.

6.13.26 Liens not described in Sections 6.13.1 through 6.13.25, inclusive, securing Indebtedness or other liabilities or obligations of a Borrower or its Subsidiaries in an aggregate principal amount outstanding for all such Liens not to exceed 10% of the Consolidated Tangible Assets of such Borrower at the time of the incurrence of any such Lien; provided that in the case of the Company, each reference in this Section 6.13.26 to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company.

6.14. Affiliates. Each Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction (including without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than such Borrower and its Subsidiaries) except in the ordinary course of business and pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s business and, except to the extent that the terms and consideration of any such transaction are mandated, limited or otherwise subject to conditions imposed by any regulatory or government body, upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary than such Borrower or such Subsidiary would obtain in a comparable arm’s-length transaction; provided, however, that this Section 6.14 shall not prohibit or restrict (i) transactions that provide for the purchase or sale of Property or services at cost that are entered into with any services company that is a Subsidiary of the Company, (ii) investments pursuant to cash management and money pool arrangements among the Company and its subsidiaries (consistent with past practices and subject to compliance with record-keeping arrangements sufficient to allow at any time the identification of cash to owners thereof at such time (it being understood that compliance with FERC or other applicable regulatory requirements to such effect shall be deemed sufficient)), (iii) customary sale and servicing transactions with an SPC pursuant to, and in accordance with the terms of, a Permitted Securitization, and (iv) payment of dividends pursuant to Section 6.12.2(vi) or 6.11.4.

6.15. Financial Contracts. No Borrower will, or will permit any of its Subsidiaries, to, enter into or remain liable upon any Rate Management Transactions except for those entered into in the ordinary course of business for bona fide hedging purposes and not for speculative purposes.

6.16. Subsidiary Covenants. No Borrower will, or will permit any of its Subsidiaries other than a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary other than a Project Finance Subsidiary or Non-Material

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Subsidiary or SPC (i) other than with respect to dividends payable by the Company to its shareholders, to pay dividends or make any other distribution on its common stock, (ii) to pay any Indebtedness or other obligation owed to such Borrower or any other Subsidiary of such Borrower, or (iii) to make loans or advances or other Investments in such Borrower or any other Subsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or by this Agreement, the Ameren/UE Agreement (or restrictions and conditions imposed under refinancings or replacements of the Ameren/UE Agreement that are substantially the same as those imposed by the Ameren/UE Agreement), the CILCORP Pledge Agreement or the documents governing Resources Permitted Debt, (b) restrictions and conditions existing on the date hereof, in each case as identified on Schedule 3 (without giving effect to any amendment or modification expanding the scope of any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements governing a Permitted Securitization, and (d) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder.

6.17. Leverage Ratio. No Borrower will permit the ratio of (i) its Consolidated Indebtedness to (ii) its Consolidated Total Capitalization to be greater than 0.65 to 1.00 at any time for each Borrower; provided that Consolidated Indebtedness, solely as such term is used in, and solely for the purpose of, clause (i) of this Section 6.17, shall not include (A) subordinated indebtedness which, by it terms, is subordinated to the Obligations on terms not less favorable to the Lenders than those set forth in Exhibit G (it being understood that any such subordinated indebtedness will be expressly subordinated to all Obligations, including Obligations in respect of Letters of Credit), (B) Permitted Securitizations or (C) Hybrid Securities.

6.18. Further Assurances.

6.18.1 CILCO. CILCO will, at the expense of CILCO, make, execute, endorse, acknowledge, file and/or deliver to the Agent from time to time such assurances or instruments and take such further steps relating to the CILCO Credit Agreement Bond as the Agent may reasonably require to maintain the validity and the continued enforceability of the CILCO Credit Agreement Bond as are generally consistent with the terms of this Agreement and the Loan Documents. Furthermore, CILCO will deliver to the Agent such opinions of counsel and other information and related documents as may be reasonably requested by the Agent to assure compliance with this Section 6.18.1. CILCO agrees that each action required by this Section 6.18.1 shall be completed as soon as reasonably practical, but in no event later than 30 days (or such greater number of days as the Agent may agree) after such action is requested to be taken by the Agent.

6.18.2 CIPS. CIPS will, at the expense of CIPS, make, execute, endorse, acknowledge, file and/or deliver to the Agent from time to time such assurances or instruments and take such further steps relating to the CIPS Credit Agreement Bond covered by any of the Loan Documents as the Agent may reasonably require to maintain the validity and the continued enforceability of the CIPS Credit Agreement Bond as are generally consistent

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with the terms of this Agreement and the Loan Documents. Furthermore, CIPS will deliver to the Agent such opinions of counsel and other information and related documents as may be reasonably requested by the Agent to assure compliance with this Section 6.18.2. CIPS agrees that each action required by this Section 6.18.2 shall be completed as soon as reasonably practical, but in no event later than 30 days (or such greater number of days as the Agent may agree) after such action is requested to be taken by the Agent.

6.18.3 IP. IP will, at the expense of IP, make, execute, endorse, acknowledge, file and/or deliver to the Agent from time to time such assurances or instruments and take such further steps relating to the IP Credit Agreement Bond as the Agent may reasonably require to maintain the validity and the continued enforceability of the IP Credit Agreement Bond as are generally consistent with the terms of this Agreement and the Loan Documents. Furthermore, IP will deliver to the Agent such opinions of counsel and other information and related documents as may be reasonably requested by the Agent to assure compliance with this Section 6.18.3. IP agrees that each action required by this Section 6.18.3 shall be completed as soon as reasonably practical, but in no event later than 30 days (or such greater number of days as the Agent may agree) after such action is requested to be taken by the Agent.

6.19. [omitted].

6.20. Amendments of Collateral Documents.

6.20.1 CILCO. CILCO will not amend, supplement, waive or terminate the CILCO Indenture in any manner that is materially adverse to the Lenders; provided the foregoing shall not prohibit CILCO from supplementing the CILCO Indenture in order to provide for the issuance of additional First Mortgage Bonds in accordance with the CILCO Indenture, or to add property to the lien of the CILCO Indenture, subject to compliance with Section 6.13.19.

6.20.2 CIPS. CIPS will not amend, supplement, waive or terminate the CIPS Indenture in any manner that is materially adverse to the Lenders; provided the foregoing shall not prohibit CIPS from supplementing the CIPS Indenture in order to provide for the issuance of additional First Mortgage Bonds in accordance with the CIPS Indenture, or to add property to the lien of the CIPS Indenture, subject to compliance with Section 6.13.13.

6.20.3 IP. IP will not amend, supplement, waive or terminate the IP Indenture in any manner that is materially adverse to the Lenders; provided the foregoing shall not prohibit IP from supplementing the IP Indenture in order to provide for the issuance of additional First Mortgage Bonds in accordance with the IP Indenture, or to add property to the lien of the IP Indenture, subject to compliance with Section 6.13.22.

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6.21. [omitted].

6.22. CILCO Preferred Stock. CILCO shall not issue any preferred stock if after giving effect to such issuance the aggregate liquidation value of all CILCO preferred stock issued after the Closing Date would exceed $50,000,000.

6.23. Funds From Operations Ratio. The Company will not permit the ratio as of any date of (a) (i) Funds from Operations of the Company and its consolidated subsidiaries for the four-fiscal quarter period most recently ended as of such date, less, (ii) if as of such date a “Default” or “Unmatured Default” shall exist under the Ameren/UE Agreement with respect to Union Electric or Genco, the portion of such Funds from Operations contributed by Union Electric or Genco, as applicable, and its consolidated subsidiaries, less (iii) if as of such date Resources shall have in effect any agreement that would violate Section 6.16 but for the exception therein in respect of Resources Permitted Debt, the portion of such Funds from Operations contributed by Resources and its consolidated subsidiaries, plus (iv) interest expense of the Company and its consolidated subsidiaries for such four-fiscal quarter period (less the consolidated interest expense of Resources and its consolidated subsidiaries to the extent the Funds from Operations of such entities are excluded from the calculation of this numerator pursuant to clause (a)(iii) above) to (b)(i) interest expense of the Company and its consolidated subsidiaries for such four-fiscal quarter period, less (ii) the consolidated interest expense of Resources and its consolidated subsidiaries to the extent the Funds from Operations of such entities are excluded from the calculation of the numerator of such ratio pursuant to clause (a)(iii) above, all as determined in accordance with Agreement Accounting Principles, to be less than 2.0 to 1.0.

ARTICLE VII

DEFAULTS

The occurrence of any one or more of the following events (i) in respect of any Borrower shall constitute a Default with respect to such Borrower and (ii) in respect of any Illinois Utility shall in addition constitute a Default with respect to the Company; provided that the occurrence of any of the following events with respect to Resources shall be deemed to constitute a Default with respect to the Company but shall not in itself constitute a Default with respect to CILCO unless the liability that CILCO has in respect of such Default or in respect of the underlying event or condition giving rise to such Default would constitute a Default with respect to CILCO had such underlying event or condition occurred or existed at CILCO:

7.1 Any representation or warranty made or deemed made by or on behalf of such Borrower (including any representation or warranty deemed made by such Borrower as to one of its Subsidiaries) to the Lenders, the Issuing Banks or the Agent under or in connection with this Agreement, any Collateral Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made or deemed made.

7.2 Such Borrower shall fail to pay in respect of any Obligation owing by it (i) principal of any Loan when due, or (ii) interest upon any Loan or any Facility Fee or other Obligations under any of the Loan Documents within five (5) Business Days after such interest, fee or other Obligation becomes due.

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7.3 The breach by such Borrower of any of the terms or provisions of Section 6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.20, 6.22 and 6.23.

7.4 The breach by such Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any Collateral Document which is not remedied within fifteen (15) days after the earlier to occur of (i) written notice from the Agent or any Lender to such Borrower or (ii) an Authorized Officer otherwise becoming aware of any such breach.

7.5 Failure of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) to pay when due any Material Indebtedness; or the default by such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due, or to be required to be prepaid or repurchased, (other than by a regularly scheduled payment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) shall be declared to be due and payable or the remaining outstanding principal amount thereof to be required to be prepaid or repurchased (other than by a regularly scheduled payment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to the stated maturity thereof; or such Borrower or any of its Subsidiaries (other than a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC) shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that no Default shall occur under this Section 7.5 as a result of (i) any notice of voluntary prepayment delivered by such Borrower or any Subsidiary with respect to any Indebtedness, or (ii) any voluntary sale of assets by such Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness secured by such assets is required to be prepaid; and provided further that any “Default” of the Company under the Ameren/UE Agreement that exists solely as a result of a default by Union Electric or Genco shall not constitute a Default under this Section 7.5 while the Company is otherwise in compliance with all its obligations under the Ameren/UE Agreement.

7.6 Such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a

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receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due.

7.7 Without the application, approval or consent of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), a receiver, trustee, examiner, liquidator or similar official shall be appointed for such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) or any Substantial Portion of its Property or the Property of any of its Subsidiaries (other than a Project Finance Subsidiary or Non-Material Subsidiary or an SPC), or a proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors shall be instituted against such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) and such appointment shall continue undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.

7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of such Borrower or any of its Subsidiaries, which, when taken together with all other Property of such Borrower, so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion of such Borrower’s and its Subsidiaries’ Property, taken as a whole.

7.9 Such Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), shall fail within 45 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.

7.10 An ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability (other than any liability discharged prior to the Closing Date) of such Borrower, its Subsidiaries or any Commonly Controlled Entity in an aggregate amount exceeding $25,000,000.

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7.11 Nonpayment when due (after giving effect to any applicable grace period) by such Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), of obligations or settlement amounts under Rate Management Transactions in an aggregate amount of $10,000,000 or more (after giving effect to all netting arrangements and agreements), or the breach (beyond any grace period applicable thereto) by such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) of any term, provision or condition contained in any Rate Management Transaction the effect of which is to cause, or to permit the counterparty(ies) thereof to cause, the termination of such Rate Management Transaction resulting in liability of such Borrower or such Subsidiaries for obligations and/or settlement amounts under such Rate Management Transactions in an aggregate amount of $10,000,000 or more (after giving effect to all netting arrangements and agreements).

7.12 Any Change in Control with respect to such Borrower shall occur.

7.13 Such Borrower or, in the case of the Company, any of its Subsidiaries, shall (i) be the subject of any proceeding or investigation pertaining to the release by such Borrower (or, in the case of the Company, any of its Subsidiaries ) or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law; which, in the case of an event described in clause (i) or clause (ii), has resulted in liability to such Borrower or, in the case of the Company, any of its Subsidiaries, in an aggregate amount equal to $50,000,000 or more which liability is not paid, bonded or otherwise discharged within 45 days or which is not stayed on appeal and being appropriately contested in good faith.

7.14 Any Loan Document shall fail to remain in full force or effect with respect to such Borrower or any of its Subsidiaries or in respect of any Lien thereunder intended to secure the Obligations of such Borrower or any such Lien (subject to Liens and exceptions permitted by the Loan Documents) shall fail to constitute a perfected first priority Lien securing the Obligations of such Borrower, or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Loan Document with respect to such Borrower or any Lien or the priority of any Lien intended to secure the Obligations of such Borrower.

7.15. Any event shall occur or condition shall exist (i) in the case of CILCO, under the CILCO Indenture or any agreement or instrument relating to any Indebtedness thereunder and shall continue after the applicable grace period, if any, specified in the CILCO Indenture or such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of any Indebtedness secured by the CILCO Indenture; (ii) in the case of CIPS, under the CIPS Indenture or any agreement or instrument relating to any Indebtedness thereunder and shall continue after the applicable grace period, if any, specified in the CIPS Indenture or such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of any Indebtedness secured by the CIPS Indenture; and (iii) in the case of IP, under the IP Indenture or any agreement or instrument relating to any Indebtedness thereunder and shall continue after the applicable grace period, if any, specified in the IP Indenture or such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of any Indebtedness secured by the IP Indenture.

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7.16.(a) In the case of CILCO, (i) the CILCO Credit Agreement Bond delivered pursuant hereto shall cease to be outstanding for any reason other than (A) both CILCO’s Borrower Sublimit and CILCO’s Borrower Credit Exposure have been reduced to zero, (B) the payment in full of the CILCO Credit Agreement Bond or (C) the return by the Agent of the CILCO Credit Agreement Bond to CILCO or the CILCO Trustee, or (ii) the Agent, on behalf of the Lenders, shall cease at any time to be the holder of the CILCO Credit Agreement Bond delivered pursuant hereto for all purposes of the CILCO Indenture (unless the CILCO Credit Agreement Bond is transferred by the Agent); (b) in the case of CIPS, (i) the CIPS Credit Agreement Bond delivered pursuant hereto shall cease to be outstanding for any reason other than (A) both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have been reduced to zero, (B) the payment in full of the CIPS Credit Agreement Bond or (C) the return by the Agent of the CIPS Credit Agreement Bond to CIPS or the CIPS Trustees, or (ii) the Agent, on behalf of the Lenders, shall cease at any time to be the holder of the CIPS Credit Agreement Bond delivered pursuant hereto for all purposes of the CIPS Indenture (unless the CIPS Credit Agreement Bond is transferred by the Agent); or (c) in the case of IP, (i) the IP Credit Agreement Bond shall cease to be outstanding for any reason other than (A) both IP’s Borrower Sublimit and IP’s Borrower Credit Exposure have been reduced to zero, (B) the payment in full of the IP Credit Agreement Bond or (C) the return by the Agent of the IP Credit Agreement Bond to IP or the IP Trustee, or (ii) the Agent, on behalf of the Lenders, shall cease at any time to be the holder of the IP Credit Agreement Bond for all purposes of the IP Indenture (unless the IP Credit Agreement Bond is transferred by the Agent).

ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1. Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) , the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is an Illinois Utility, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is an Illinois Utility, the Company) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives.

If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

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8.2. Amendments. Subject to the provisions of this Section 8.2, the Required Lenders (or the Agent with the consent in writing of the Required Lenders) and the Borrowers may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or thereunder or waiving any Default hereunder or thereunder; provided, however, that no such supplemental agreement shall, without the consent of each affected Lender:

8.2.1 Extend the final maturity of any Revolving Loan or LC Disbursement or postpone any payment of principal of any Revolving Loan or LC Disbursement or forgive all or any portion of the principal amount thereof, or reduce the rate or extend the time of payment of interest or fees thereon (other than a waiver of the application of the default rate of interest pursuant to Section 2.14 hereof).

8.2.2 Waive any condition set forth in Section 4.4, or, other than as provided in Section 2.25, reduce the percentage specified in the definition of Required Lenders or any other percentage of Lenders specified to be the Pro Rata Share in this Agreement to act on specified matters or amend the definition of “Pro Rata Share”.

8.2.3 Extend the Commitment Termination Date, or reduce the amount or extend the payment date for, the mandatory payments required under Section 2.2, or increase the amount of the Commitment of any such affected Lender hereunder or increase any Borrower Sublimit hereunder, or permit any Borrower to assign its rights or obligations under this Agreement or change Section 2.15, 2.8.3 or 11.2 in a manner that would alter the pro rata sharing of payments or the application of reductions of commitments on a ratable basis required thereby.

8.2.4 Terminate the interest of the Agent in all or any portion of the CILCO Credit Agreement Bond, the CIPS Credit Agreement Bond or the IP Credit Agreement Bond without the written consent of each Lender, in each case unless both the Borrower Sublimit and the Borrower Credit Exposure of the applicable Borrower have been reduced to zero.

8.2.5 Amend this Section 8.2.

No amendment of any provision of this Agreement relating to the Agent or any Issuing Bank shall be effective without the written consent of the Agent or such Issuing Bank, as the case may be. The Agent may waive payment of the fee required under Section 12.3.3 without obtaining the consent of any other party to this Agreement. Notwithstanding the foregoing, the approval of the Required Lenders shall not be required for any Commitment Increase Amendment and any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Agent if (i) by the terms of such agreement any remaining Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Advance made by it and all other amounts owing to it or accrued for its account under this Agreement.

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8.3. Preservation of Rights. No delay or omission of the Lenders, the Agent or the Issuing Banks to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of a Default or Unmatured Default or the inability of a Borrower to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by, or by the Agent with the consent of, the requisite number of Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent, the Issuing Banks and the Lenders until all of the Obligations have been paid in full.

8.4. Release of Liens. Notwithstanding any other provision in this Agreement to the contrary, the Agent is hereby authorized, and shall, without any further action or consent of the Lenders, (i) release or consent to the release of any Lien securing the Obligations in respect of any asset disposed of to any Person that is not an Affiliate of the Borrower disposing of such asset in accordance with the provisions of Section 6.11 or any asset disposed of by a Borrower or one of its Subsidiaries to any Affiliate of the Company (other than to any of such disposing Borrower’s Subsidiaries) in accordance with the provisions of Section 6.12.2, (ii) surrender the CILCO Credit Agreement Bond to the CILCO Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of CILCO have been reduced to zero and all fees and other amounts payable by CILCO with respect to the Obligations of CILCO have been duly paid, (iii) surrender the CIPS Credit Agreement Bond to the CIPS Trustees for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of CIPS have been reduced to zero and all fees and other amounts payable by CIPS with respect to the Obligations of CIPS have been duly paid, and (iv) surrender the IP Credit Agreement Bond to the IP Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of IP have been reduced to zero and all fees and other amounts payable by IP with respect to the Obligations of IP have been duly paid. This Section 8.4 does not require any consent of Lenders or release by the Agent in connection with the release of property from the Lien of the CIPS Indenture, the CILCO Indenture or the IP Indenture that is made in accordance with the respective requirements of those instruments.

ARTICLE IX

GENERAL PROVISIONS

9.1. Survival of Representations. All representations and warranties of the Borrowers contained in this Agreement shall survive the making of the Credit Extensions herein contemplated.

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9.2. Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to any Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9.3. Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.4. Entire Agreement. The Loan Documents embody the entire agreement and understanding among the Agent and the Lenders, and between the Agent and the Lenders on one hand, and the Borrowers individually on the other hand, and supersede all prior agreements and understandings among and between such parties, as the case may be, relating to the subject matter thereof other than those contained in the fee letters described in Section 10.13 which shall survive and remain in full force and effect during the term of this Agreement.

9.5. Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders and the Issuing Banks hereunder are several and not joint and no Lender or Issuing Bank shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender or any Issuing Bank to perform any of its obligations hereunder shall not relieve any other Lender or any Issuing Bank from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arrangers shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on their own behalf and in its own name to the same extent as if it were a party to this Agreement (it being acknowledged that Section 9.6 may be enforced against any Borrower only to the extent of the amounts for which such Borrower is liable under the terms of such Section).

9.6. Expenses; Indemnification.

(i) Subject to paragraph (iii) below, the Illinois Utilities and the Borrowers shall reimburse the Agent and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for the Agent (including local counsel if determined by the Agent to be advisable in connection with the perfection of security interests and the issuance and pledge of the CILCO Credit Agreement Bond, the CIPS Credit Agreement Bond or the IP Credit Agreement Bond), which attorneys may be employees of the Agent, and expenses of and fees for other advisors and professionals engaged by the Agent or the Arrangers) paid or incurred by the Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Documents. Subject to paragraph (iii) below, the Illinois Utilities and the Borrowers also agree to reimburse the Agent, the Arrangers, the Issuing Banks and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ and paralegals’ fees and time

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charges and expenses of attorneys and paralegals for the Agent, the Arrangers, the Issuing Banks and the Lenders, which attorneys and paralegals may be employees of the Agent, the Arrangers, the Issuing Banks or the Lenders) paid or incurred by the Agent, the Arrangers, any Issuing Bank or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents.

(ii) Subject to paragraph (iii) below, the Illinois Utilities and the Borrowers hereby further agree to indemnify the Agent, the Arrangers, each Issuing Bank, each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Arrangers, any Issuing Bank, any Lender or any affiliate is a party thereto, and all attorneys’ and paralegals’ fees, time charges and expenses of attorneys and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder except to the extent that they have resulted, as determined in a final non-appealable judgment by a court of competent jurisdiction, from the gross negligence or willful misconduct of the party seeking indemnification.

(iii) Each amount payable under paragraph (i) or (ii) of this Section shall be an obligation of, and shall be discharged by (a) to the extent arising out of acts, events and circumstances related to a particular Illinois Utility or Borrower, such Illinois Utility or Borrower and (b) otherwise, all the Illinois Utilities and Borrowers, with each of them being severally, but not jointly, liable for its Contribution Percentage of such amount.

(iv) To the extent that the Illinois Utilities and the Borrowers fail to pay any amount required to be paid by them to the Agent, the Arrangers or any Issuing Bank under paragraph (i) or (ii) of this Section, each Lender severally agrees to pay to the Agent, the Arrangers or such Issuing Bank, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent, the Arrangers or such Issuing Bank in its capacity as such.

(v) The obligations of the Illinois Utilities and the Borrowers under this Section 9.6 shall survive the termination of this Agreement and the Facility Termination Date.

9.7. Numbers of Documents. All statements, notices, closing documents, and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders, to the extent that the Agent deems necessary.

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9.8. Accounting. Except as provided to the contrary herein, all accounting terms used in the calculation of any financial covenant or test shall be interpreted and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles. If any changes in generally accepted accounting principles are hereafter required or permitted and are adopted by any Borrower or any of its Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at such Borrower’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating such Borrower’s and its Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to the Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by such Borrower pursuant to Section 6.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time (subject in the case of interim financial statements, to the absence of footnotes and year-end adjustments).

9.9. Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

9.10. Nonliability. The relationship between the Borrowers individually on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. None of the Agent, the Arrangers, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrowers. None of the Agent, the Arrangers, any Issuing Bank or any Lender undertakes any responsibility to the Borrowers to review or inform the Borrowers of any matter in connection with any phase of the Borrowers’ businesses or operations. The Borrowers agree that none of the Agent, the Arrangers, any Issuing Bank or any Lender shall have liability to the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. None of the Borrowers, the Agent, the Arrangers, any Issuing Bank or any Lender shall have any liability with respect to, and each of the Agent, the Arrangers, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by it in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

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9.11. Confidentiality. Each Lender and each Issuing Bank agrees to hold any confidential information which it may receive from any Borrower pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates and to other Borrowers, Lenders or Issuing Banks and their respective Affiliates, for use solely in connection with the transactions contemplated hereby, (ii) to legal counsel, accountants, and other professional advisors to such Lender or Issuing Bank or to a Transferee, in each case which have been informed as to the confidential nature of such information, for use solely in connection with the transactions contemplated hereby, (iii) to regulatory officials having jurisdiction over it or its Affiliates, (iv) to any Person as required by law, regulation, or legal process, (v) to any Person in connection with any legal proceeding to which such Lender or Issuing Bank is a party, (vi) to such Lender’s or Issuing Bank’s direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, in each case which have been informed as to the confidential nature of such information, (vii) as permitted by Section 12.4 and (viii) to rating agencies if requested or required by such agencies in connection with a rating relating to this Agreement or the Advances hereunder.

9.12. Lenders Not Utilizing Plan Assets. Each Lender and Designated Lender represents and warrants that none of the consideration used by such Lender or Designated Lender to make its Loans constitutes for any purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Code and the rights and interests of such Lender or Designated Lender in and under the Loan Documents shall not constitute such “plan assets” under ERISA.

9.13. Nonreliance. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for herein.

9.14. Disclosure. The Borrowers and each Lender and each Issuing Bank hereby acknowledge and agree that each Lender, each Issuing Bank and their Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrowers and their Affiliates.

9.15. USA Patriot Act. Each Lender and each Issuing Bank hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with its requirements. The Borrowers shall promptly following a request by the Agent or any Lender, provide all documentation and other information that the Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act.

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ARTICLE X

THE AGENT

10.1. Appointment; Nature of Relationship. JPMCB is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

10.2. Powers. The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties or fiduciary duties to the Lenders or the Issuing Banks, or any obligation to the Lenders or the Issuing Banks to take any action thereunder except any action specifically provided by the Collateral Documents to be taken by the Agent. Without limiting any other power granted under any Loan Document, each Lender authorizes and directs the Agent to vote all the interests of the Lenders as a single bloc based upon the direction of the Required Lenders as contemplated by any Loan Document.

10.3. General Immunity. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Borrowers, the Lenders or any Lender or any Issuing Bank for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final, non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation,

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any agreement by an obligor to furnish information directly to each Lender and each Issuing Bank; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrowers or any guarantor of any of the Obligations or of any of the Borrowers’ or any such guarantor’s respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders or the Issuing Banks information that is not required to be furnished by the Borrowers to the Agent at such time, but is voluntarily furnished by the Borrowers to the Agent (either in its capacity as Agent or in its individual capacity).

10.5. Action on Instructions of Lenders. The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requires such). The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction in writing by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

10.6. Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders or the Issuing Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and the Issuing Banks and all matters pertaining to the Agent’s duties hereunder and under any other Loan Document.

10.7. Reliance on Documents; Counsel. The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent.

10.8. Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Revolving Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents in its capacity as Agent, (ii) to the extent not paid

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by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing Banks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, (ii) any indemnification required pursuant to Section 3.5(vi) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowers. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit and termination of this Agreement.

10.9. Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the Agent has received written notice from a Lender or a Borrower referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Borrowers, the Lenders and the Issuing Banks.

10.10. Rights as a Lender. In the event the Agent is a Lender or an Issuing Bank, the Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Credit Extensions as any Lender or any Issuing Bank and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” or “Issuing Bank” shall, at any time when the Agent is a Lender or an Issuing Bank, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with each Borrower or any of its Subsidiaries in which such Borrower or such Subsidiary is not restricted hereby from engaging with any other Person. The Agent, in its individual capacity, is not obligated to remain a Lender.

10.11. Independent Credit Decision. Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon the Agent, the Arrangers or any other Lender or any other Issuing Bank and based on the financial statements prepared by the Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender and each Issuing Bank also acknowledges that it will, independently and without

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reliance upon the Agent, the Arrangers or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

10.12. Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Banks and the Borrowers, such resignation to be effective upon the appointment of a successor Agent; provided that such Successor Agent is a Lender or an Affiliate of a Lender or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed; provided that such consent shall not be required in the event and continuation of a Default), shall have the right to appoint, on behalf of the Borrowers and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders or consented to by the Borrowers within thirty days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrowers or any Lender or any Issuing Bank, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lenders and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $1,000,000,000 (or such lower amount as shall be acceptable to the Company). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent.

10.13. Agent and Arrangers Fees. Each Borrower agrees to pay to the Agent and each Arranger, for their respective accounts, the agent and arrangers fees agreed to by such Borrower, the Agent and such Arranger pursuant to the letter agreements dated June 3, 2009, or as otherwise agreed from time to time.

10.14. Delegation to Affiliates. The Borrowers, the Lenders and the Issuing Banks agree that the Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Agent is entitled under Articles IX and X.

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10.15. Syndication Agent and Documentation Agents. The Lender identified in this Agreement as the “Syndication Agent” and the Lenders identified in this Agreement as the “Documentation Agents” shall have no right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, such Lenders shall not have or be deemed to have a fiduciary relationship with any other Lender. Each Lender hereby makes the same acknowledgements with respect to such Lenders as it makes with respect to the Agent in Section 10.11.

ARTICLE XI

SETOFF; RATABLE PAYMENTS

11.1. Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if a Borrower becomes insolvent, however evidenced, or any Default occurs with respect to a Borrower, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender or any Issuing Bank to or for the credit or account of such Borrower may be offset and applied toward the payment of the Obligations owing by such Borrower to such Lender or such Issuing Bank, whether or not the Obligations, or any part thereof, shall then be due.

11.2. Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its Revolving Credit Exposure (other than payments received pursuant to Section 2.22, 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a participation in the Aggregate Revolving Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Revolving Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the Aggregate Revolving Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1. Successors and Assigns; Designated Lenders.

12.1.1 Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrowers, the Agent, the Issuing Banks and the Lenders and their respective successors

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and assigns permitted hereby, except that (i) the Borrowers shall not have the right to assign their rights or obligations under the Loan Documents without the prior written consent of the Agent, each Lender and each Issuing Bank, (ii) any assignment by any Lender must be made in compliance with Section 12.3, and (iii) any transfer by Participants must be made in compliance with Section 12.2. Any attempted assignment or transfer by any party not made in compliance with this Section 12.1 shall be null and void, unless such attempted assignment or transfer is treated as a participation in accordance with Section 12.3.2. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and this Section 12.1 does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank, (y) in the case of a Lender which is a Fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee or (z) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to direct or indirect contractual counterparties in swap agreements relating to the Loans; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.

12.1.2 Designated Lenders.

(i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated

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Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

(ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

12.2. Participations.

12.2.1 Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (“Participants”) participating interests in any Revolving Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such

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Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Revolving Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.

12.2.2 Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Credit Extension or Commitment in which such Participant has an interest which would require consent of all of the Lenders or any of the affected Lenders pursuant to the terms of Section 8.2.

12.2.3 Benefit of Certain Provisions. The Borrowers agree that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrowers further agree that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrowers, and (ii) any Participant that is not a U.S. Person agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

12.3. Assignments.

12.3.1 Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (other than to any Borrower or an Affiliate of a Borrower) (“Purchasers”) all or any part of its rights and obligations

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under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Revolving Credit Exposure of the assigning Lender or (unless each of the Borrowers and the Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or, if the Commitments have been terminated, the Revolving Credit Exposure subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement.

12.3.2 Consents. The consent of the Borrowers shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that the consent of the Borrowers shall not be required if (i) a Default has occurred and is continuing or (ii) such assignment is in connection with the physical settlement of any Lender’s obligations to direct or indirect contractual counterparties in swap agreements relating to the Loans; provided, that the assignment without the Borrowers’ consent pursuant to clause (ii) shall not increase the Borrowers’ liability under Section 3.5. The consent of the Agent and each Issuing Bank shall be required prior to an assignment becoming effective. Any consent required under this Section 12.3.2 shall not be unreasonably withheld or delayed.

12.3.3 Effect; Effective Date. Upon (i) delivery to the Agent of an Assignment Agreement, together with any consents required by Sections 12.3.1 and 12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent); provided that no fee shall be required if a Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Revolving Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect

92

to the Commitment and Revolving Credit Exposure, if any, assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders or the Agent. In the case of an assignment covering all of the assigning Lender’s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.3, the transferor Lender, the Agent and the Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that, upon cancellation and surrender to the Borrowers of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments (or, if such Commitments have been terminated, their respective Revolving Credit Exposure), as adjusted pursuant to such assignment.

12.3.4 Register. The Agent, acting solely for this purpose as an agent of the Borrowers (and the Borrowers hereby designate the Agent to act in such capacity), shall maintain at one of its offices in New York, New York a copy of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of and interest on the Loans owing to, each Lender pursuant to the terms hereof from time to time and whether such Lender is an original Lender or assignee of another Lender pursuant to an assignment under this Section 13.3. The entries in the Register shall be conclusive, absent manifest error and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

12.4. Dissemination of Information. The Borrowers authorize each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Borrowers and their Subsidiaries; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

93

12.5. Tax Certifications. If any interest in any Loan Document is transferred to any Transferee which is not a U.S. Person, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

ARTICLE XIII

NOTICES

13.1. Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to any Borrower, to it in care of Ameren Corporation, 1901 Chouteau Avenue, St. Louis, MO 63103, Attention of Jerre E. Birdsong, Vice President and Treasurer (Telecopy No. (314) 554-6328);

(ii) if to the Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111 Fannin Street, 10^th Floor, Houston, TX 77002, Attention: Regina Harmon (Telecopy No. (713) 427-6307), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, 4th Floor, New York, NY 10017, Attention of Christal Kelso (Telecopy No. (212) 270-0213);

(iii) if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Agent and the applicable Lender. The Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

13.2. Change of Address. Any Borrower, the Agent, any Issuing Bank and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

94

ARTICLE XIV

COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrowers, the Agent, the Issuing Banks and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.

ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

15.2. CONSENT TO JURISDICTION. EACH BORROWER, EACH LENDER AND THE AGENT HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH SUCH PERSON HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

15.3. WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT, EACH ISSUING BANK AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

[Signature Pages Follow]

95

IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have executed this Agreement as of the date first above written.

AMEREN CORPORATION,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer
CENTRAL ILLINOIS LIGHT COMPANY,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer
ILLINOIS POWER COMPANY,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

JPMORGAN CHASE BANK, N.A., as Agent, as a Lender and as an Issuing Bank,
	by	/s/ Michael DeForge
		Name:	Michael DeForge
		Title:	Managing Director
BARCLAYS BANK PLC, as Syndication Agent and as a Lender,
	by	/s/ Sydney G. Dennis
		Name:	Sydney G. Dennis
		Title:	Director

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: Bank of America, N.A.
	by	/s/ Richard L. Stein
		Name:	Richard L. Stein
		Title:	Senior Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: BNP Paribas
	by	/s/ Francis J. Delaney
		Name:	Francis J. Delaney
		Title:	Managing Director
	by	/s/ Pasquale A. Perraglia
		Name:	Pasquale A. Perraglia
		Title:	Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: Goldman Sachs Bank USA
	by	/s/ Mark Walton
		Name:	Mark Walton
		Title:	Authorized Signatory

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: Morgan Stanley Bank, N.A.
	by	/s/ Melissa James
		Name:	Melissa James
		Title:	Authorized Signatory

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: U.S. Bank National Association
	by	/s/ Paul Vastola
		Name:	Paul Vastola
		Title:	Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: UBS Loan Finance LLC
	by	/s/ Irja R. Otsa
		Name:	Irja R. Otsa
		Title:	Associate Director
	by	/s/ Marie Haddad
		Name:	Marie Haddad
		Title:	Associate Director

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: Deutsche Bank AG New York Branch
	by	/s/ Marcus M. Tarkington
		Name:	Marcus M. Tarkington
		Title:	Director
	by	/s/ Paul O’Leary
		Name:	Paul O’Leary
		Title:	Director

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: The Bank of New York Mellon
	by	/s/ Richard K. Fronapfel, Jr.
		Name:	Richard K. Fronapfel, Jr.
		Title:	Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: The Bank of Nova Scotia
	by	/s/ Thane Rattew
		Name:	Thane Rattew
		Title:	Managing Director

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: The Royal Bank of Scotland plc
	by	/s/ Belinda Tucker
		Name:	Belinda Tucker
		Title:	Senior Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: Fifth Third Bank
	by	/s/ Robert M. Sander
		Name:	Robert M. Sander
		Title:	Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: KeyBank National Association
	by	/s/ Sherrie Manson
		Name:	Sherrie Manson
		Title:	Senior Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: Regions Bank
	by	/s/ David Bentzinger
		Name:	David Bentzinger
		Title:	Senior Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: The Northern Trust Company
	by	/s/ Rick J. Gomez
		Name:	Rick J. Gomez
		Title:	Second Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: Commerce Bank, N.A.
	by	/s/ Douglas P. Best
		Name:	Douglas P. Best
		Title:	Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: UMB Bank, N.A.
	by	/s/ Cecil G. Wood
		Name:	Cecil G. Wood
		Title:	Executive Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

LENDER: Comerica Bank
	by	/s/ Mark J. Leveille
		Name:	Mark J. Leveille
		Title:	Vice President

SIGNATURE PAGE TO

AMEREN CORPORATION

ILLINOIS CREDIT AGREEMENT

ANNEX I

PRICING SCHEDULE

Applicable Margin or Fee	Level I Status		Level II Status		Level III Status		Level IV Status		Level V Status		Level VI Status
LIBOR Spread/LC Participation Fee	2.000	%	2.375	%	2.750	%	3.000	%	3.250	%	3.625	%
ABR Spread	1.000	%	1.375	%	1.750	%	2.000	%	2.250	%	2.625	%
Facility Fee	0.250	%	0.375	%	0.500	%	0.750	%	1.000	%	1.125	%

Level Status shall be determined based upon the applicable Ratings for the applicable Borrower provided by Moody’s and S&P. If the applicable Borrower is split-rated, then (a) if the Ratings differential is one level, each rating agency will be deemed to have a Rating in the higher level and (b) if the Ratings differential is two levels or more, then each rating agency will be deemed to have a Rating one level above the lower Rating.

The Applicable Margin shall be determined in accordance with the foregoing table based on the applicable Borrower’s Status as determined from its then-current Moody’s Rating and S&P Rating. The Applicable Fee Rate shall be determined with respect to Facility Fees and LC Participation Fees of each Borrower in accordance with the foregoing table based on such Borrower’s Status. The Rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date.

“Level I Status” exists at any date if, on such date, the applicable entity’s Moody’s Rating is A2 or better or the applicable entity’s S&P Rating is A or better.

“Level II Status” exists at any date if, on such date, (i) the applicable entity has not qualified for Level I Status and (ii) the applicable entity’s Moody’s Rating is A3 or better or the applicable entity’s S&P Rating is A- or better.

“Level III Status” exists at any date if, on such date, (i) the applicable entity has not qualified for Level I Status or Level II Status and (ii) the applicable entity’s Moody’s Rating is Baa1 or better or the applicable entity’s S&P Rating is BBB+ or better.

“Level IV Status” exists at any date if, on such date, (i) the applicable entity has not qualified for Level I Status, Level II Status or Level III Status and (ii) the applicable entity’s Moody’s Rating is Baa2 or better or the applicable entity’s S&P Rating is BBB or better.

“Level V Status” exists at any date if, on such date, (i) the applicable entity has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) the applicable entity’s Moody’s Rating is Baa3 or better or the applicable entity’s S&P Rating is BBB- or better.

“Level VI Status” exists at any date if, on such date, the applicable entity has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status. Level VI Status also exists on any date if, on such date, the applicable entity does not have at least two Ratings in effect.

“Status” means Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status, or Level VI Status.

“Moody’s Rating” means, at any time, the following public ratings issued by Moody’s as then in effect with respect to the applicable Borrower: (i) in the case of the Company, the rating on the Company’s senior unsecured long-term debt securities without third-party credit enhancement, and (ii) in the case of each other Borrower, the rating on such Borrower’s senior secured long-term debt securities without third-party credit enhancement.

“S&P Rating” means, at any time, the following public ratings issued by S&P, as then in effect with respect to the applicable Borrower: (i) in the case of the Company, the rating on the Company’s senior unsecured long-term debt securities without third-party credit enhancement, and (ii) in the case of each other Borrower, the rating on such Borrower’s senior secured long-term debt securities without third-party credit enhancement.

“Rating” means a Moody’s Rating or an S&P Rating.

COMMITMENT SCHEDULE

COMMITMENT SCHEDULE

Lender	Commitment
JPMorgan Chase Bank, N.A.	$	55,250,000.00
Barclays Bank PLC	$	55,250,000.00
Bank of America, N.A.	$	50,000,000.00
BNP Paribas	$	64,500,000.00
Goldman Sachs Bank USA	$	49,000,000.00
Morgan Stanley Bank, N.A.	$	47,000,000.00
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	50,000,000.00
U.S. Bank National Association	$	73,000,000.00
UBS Loan Finance LLC	$	47,000,000.00
Deutsche Bank AG New York Branch	$	50,000,000.00
The Bank of New York Mellon	$	42,000,000.00
The Bank of Nova Scotia	$	36,000,000.00
The Royal Bank of Scotland plc	$	82,000,000.00
Fifth Third Bank	$	20,000,000.00
KeyBank National Association	$	18,000,000.00
Regions Bank	$	18,000,000.00
The Nothern Trust Company	$	14,000,000.00
Commerce Bank, N.A.	$	10,000,000.00
UMB Bank	$	9,000,000.00
Comerica Bank	$	10,000,000.00
Aggregate Commitment	$	800,000,000.00

Schedule 1 page 2

SCHEDULE

LC COMMITMENT SCHEDULE

Issuing Bank	LC Commitment
JPMorgan Chase Bank, N.A.	$	200,000,000.00

COMMITMENT SCHEDULE

COMMITMENT SCHEDULE

Lender	Commitment
JPMorgan Chase Bank, N.A.	$	55,250,000.00
Barclays Bank PLC	$	55,250,000.00
Bank of America, N.A.	$	50,000,000.00
BNP Paribas	$	64,500,000.00
Goldman Sachs Bank USA	$	49,000,000.00
Morgan Stanley Bank, N.A.	$	47,000,000.00
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	50,000,000.00
U.S. Bank National Association	$	73,000,000.00
UBS Loan Finance LLC	$	47,000,000.00
Deutsche Bank AG New York Branch	$	50,000,000.00
The Bank of New York Mellon	$	42,000,000.00
The Bank of Nova Scotia	$	36,000,000.00
The Royal Bank of Scotland plc	$	82,000,000.00
Fifth Third Bank	$	20,000,000.00
KeyBank National Association	$	18,000,000.00
Regions Bank	$	18,000,000.00
The Nothern Trust Company	$	14,000,000.00
Commerce Bank, N.A.	$	10,000,000.00
UMB Bank	$	9,000,000.00
Comerica Bank	$	10,000,000.00
Aggregate Commitment	$	800,000,000.00

SCHEDULE

LC COMMITMENT SCHEDULE

Issuing Bank	LC Commitment
JPMorgan Chase Bank, N.A.	$	200,000,000.00

SCHEDULE I

SUBSIDIARIES

(See Section 5.8)

SUBSIDIARIES OF AMEREN CORPORATION

Subsidiary	Jurisdiction of Organization	Owned By	Percent Ownership
1.      CILCORP Inc.	Illinois	Ameren Corporation	100	%
a.      Central Illinois Light Company	Illinois	CILCORP Inc.	100	%
b.      QST Enterprises Inc.	Illinois	CILCORP Inc.	100	%
c.      AmerenEnergy Resources Generating Company	Illinois	Central Illinois Light Company	100	%
d.      CLC Aircraft Leasing	Illinois	AmerenEnergy Resources Generating Company	100	%
e.      ESE Land Corporation	Illinois	QST Enterprises Inc.	100	%
f.       California/Nevada Development L.L.C.	Delaware	ESE Land Corporation	100	%
2.      Central Illinois Public Service Company	Illinois	Ameren Corporation	100	%
3.      Illinois Power Company	Illinois	Ameren Corporation	100	%
a.      Illinois Power Financing I	Delaware	Illinois Power Company	100	%
b.      Illinois Power Financing II	Delaware	Illinois Power Company	100	%

SCHEDULE I

SUBSIDIARIES OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

Subsidiary	Jurisdiction of Organization	Owned By	Percent Ownership
None.

SCHEDULE I

SUBSIDIARIES OF CILCO

Subsidiary	Jurisdiction of Organization	Owned By	Percent Ownership
1.      AmerenEnergy Resources Generating Company	Illinois	Central Illinois Light Company	100	%

SCHEDULE I

SUBSIDIARIES OF ILLINOIS POWER COMPANY

Subsidiary	Jurisdiction of Organization	Owned By	Percent Ownership
1.      Illinois Power Financing I	Delaware	Illinois Power Company	100	%
2.      Illinois Power Financing II	Delaware	Illinois Power Company	100	%

SCHEDULE 2

LIENS

(see Section 6.13.5)

None.

SCHEDULE 3

RESTRICTIVE AGREEMENTS

(see Section 6.16)

Following are the agreements or other arrangements existing as of the effective date of the Credit Agreement dated as of June __, 2009 (the “Agreement”), among Ameren Corporation, Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company, the Lenders named therein, JPMorgan Chase Bank, N.A., as Agent, Barclays Bank PLC, as Syndication Agent, [                    ], as Co-Documentation Agent and [                    ], as Co-Documentation Agent, that prohibit, restrict or impose any condition upon the ability of any Borrower or any Subsidiary (other than a Project Finance Subsidiary) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary other than a Project Finance Subsidiary (i) to pay dividends or make any other distribution on its common stock, (ii) to pay any Indebtedness or other obligation owed to such Borrower or any other Subsidiary of such Borrower, or (iii) to make loans or advances or other Investments in such Borrower or any other Subsidiary of such Borrower. The following list does not include restrictions and conditions imposed by law or by the above-referenced Agreement. Terms defined in the above-referenced Agreement are used herein with the same meanings.

CIPS

CIPS Restated Articles of Incorporation: Dividend Restriction. So long as any shares of the Cumulative Preferred Stock of CIPS are outstanding, dividends on CIPS’ common stock are restricted at any time when the ratio of common stock equity to total capitalization is not in excess of 25 percent.

CIPS Indenture of Mortgage dated October 1, 1941, as supplemented and amended: Dividend Restriction. So long as any of the present First Mortgage Bonds issued under this indenture are outstanding, no dividends may be declared or paid on CIPS’ common stock, unless during the period from December 31, 1940 to the date of payment of such dividends, the amounts expended by CIPS for maintenance and repairs, plus the amounts provided for depreciation of the mortgaged properties, plus the accumulations to earned surplus shall be at least equal to the amount required to be expended by CIPS during such period for the purposes specified in Section 1 of Article VII of this indenture.

CILCO

CILCO Articles of Incorporation: Dividend Restriction. No dividends shall be paid on CILCO’s common stock if, at the time of declaration, the balance of retained earnings does not equal at least two times the annual dividend requirement on all outstanding shares of preferred stock and amounts to be paid or set aside for any sinking fund for the retirement of Class A Preferred Stock of any series have not been paid or set aside.

CILCORP

CILCORP (as successor to Midwest Energy, Inc.) Indenture dated as of October 18, 1999, as supplemented and/or amended: Limitation on Distributions. CILCORP shall not make or pay any dividend, distribution or payment (including by way of redemption, repurchase, retirement, return or repayment) in respect of shares of its capital stock to any of its shareholders unless there exists no event of default under such indenture and no such event of default will result from the making of such distribution, and either (a) at the time and as a result of making such distribution CILCORP’s leverage ratio does not exceed 0.67:1 and CILCORP’s interest coverage ratio is not less than 2.2:1, or (b) if CILCORP is not in compliance with the ratios described in clause (a) above, its senior long-term debt ratings are at least BB+ from S&P, Baa2 from Moody’s and BBB from Fitch, Inc.

SCHEDULE 3

CILCORP (as successor to Midwest Energy, Inc.) Indenture dated as of October 18, 1999, as supplemented and/or amended: Limitation on Intercompany Loans. CILCORP shall not make any intercompany loan to The AES Corporation or any of its affiliates (other than CILCORP or any of its direct or indirect subsidiaries) unless there exists no event of default under such indenture and no such event of default will result from the making of such intercompany loan, and either (a) at the time and as a result of making such intercompany loan CILCORP’s leverage ratio does not exceed 0.67:1 and CILCORP’s interest coverage ratio is not less than 2.2:1, or (b) if CILCORP is not in compliance with the ratios described in clause (a) above, its senior long-term debt ratings are at least BB+ from S&P, Baa2 from Moody’s and BBB from Fitch, Inc.

CILCORP Pledge Agreement dated as of October 18, 1999, as amended or supplemented: Encumbrance on CILCO Common Dividends. Common stock of CILCO is pledged as collateral to holders of CILCORP indebtedness issued under the indenture referred to above. Also included as collateral are all dividends, cash, instruments and other property and proceeds distributed in respect of such common stock excluding all cash dividends paid so long as no event of default shall have occurred and be continuing. Any and all (i) dividends and other distributions (other than cash dividends) received, receivable or otherwise distributed in respect of, or in exchange for, any collateral (including the CILCO common stock) and (ii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any collateral, shall be delivered to the collateral agent under this agreement to hold as collateral.

CILCORP By-Laws: Limitation on Intercompany Loans. CILCORP may not make loans or advances to its parent or any of its affiliates with the exception of subsidiaries of CILCORP. CILCORP also may not acquire obligations or securities of its parent or any of its affiliates with the exception of subsidiaries of CILCORP.

SCHEDULE 4

REGULATORY AUTHORIZATIONS

(See Sections 4.3.3 and 5.18)

Illinois Commerce Commission Authorizations

The Illinois Commerce Commission has issued the following orders under the Illinois Public Utilities Act authorizing each of CIPS, CILCO, and IP to execute and deliver the Credit Agreement Bonds and related Supplemental Indentures contemplated by this Agreement:

• Order in Docket No. 09-0275: granting CIPS authorization to execute, enter into, and deliver the CIPS Credit Agreement Bonds and the CIPS Supplemental Indenture.

• Order in Docket No. 09-0276: granting CILCO authorization to execute, enter into, and deliver the CILCO Credit Agreement Bonds and the CILCO Supplemental Indenture.

• Order in Docket No. 09-0277: granting IP authorization to execute, enter into, and deliver the IP Credit Agreement Bond and the IP Supplemental Indenture.

Federal Energy Regulatory Commission Authorizations

• Illinois Power Company, d/b/a Ameren IP et al., 110 FERC ¶ 61,408 (March 31, 2005) (Docket ER05-638-000)

• Ameren Services Companies, 112 FERC ¶ 62,243 (March 21, 2008) (Docket ES08-16-000)

SCHEDULE 5

CONTINGENT OBLIGATIONS

(See Section 5.4)

NONE.

EXHIBIT A-1

June 30, 2009

To the Lenders (as defined below) and

JPMorgan Chase Bank, N.A.,

    as Agent

270 Park Avenue

New York, NY 10017

Dear Ladies and Gentlemen:

I, S.R. Sullivan, am the Senior Vice President, General Counsel and Secretary of Ameren Corporation, a Missouri corporation (the “Company”), and certain of its subsidiaries. I, or lawyers under my direction, have acted as counsel for the Company in connection with the negotiation and execution of that certain Credit Agreement dated as of June 30, 2009 (the “Credit Agreement”), among the Company, Central Illinois Public Service Company, an Illinois corporation, Central Illinois Light Company, an Illinois corporation, Illinois Power Company, an Illinois corporation, the lending institutions identified therein as “Lenders,” JPMorgan Chase Bank, N.A., as Agent, and Barclays Bank PLC as Syndication Agent. Terms defined in the Credit Agreement are used herein with the same meanings.

In rendering the opinion expressed below, I, or lawyers under my direction, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion.

In making the examinations described above, I have assumed without independent investigation the capacity of natural persons (other than the office held by each representative of the Company) as reflected adjacent to such individual’s signature on the Loan Documents (as defined below), the genuineness of all signatures (other than those of representatives of the Company appearing on the Loan Documents), the authenticity of all documents furnished to me as originals, the conformity to originals of all documents furnished to me as certified or photostatic copies and the authenticity of the originals of such documents. In addition, I have assumed without independent investigation that (i) the Loan Documents have been duly authorized, executed and delivered by the parties thereto other than the Company, and constitute their valid, lawful and binding obligations and agreements, and (ii) there is no separate agreement, undertaking, or course of dealing modifying, varying or waiving any of the terms of the Loan Documents. As to matters of fact not independently established by me relevant to the opinions set forth herein, I have relied without independent investigation on the representations contained in the Loan Documents and in certificates of public officials and responsible representatives of the Company furnished to me; provided, however, that I advise that in the course of my representation of the Company, I have obtained no information that leads me to believe that any such representation or certificate is untrue or misleading in any material respect.

Upon the basis of and subject to the foregoing, I am of the opinion that:

1. The Company is a corporation duly and properly incorporated, validly existing and in good standing under the laws of the State of Missouri and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, other than the failure of the Company to be qualified to transact business in any such jurisdiction to the extent such failure could not reasonably be expected to result in a Material Adverse Effect.

2. The Company has the power and authority and legal right to execute and deliver, and to perform its obligations under the Credit Agreement and the Notes (collectively, the “Loan Documents”). The execution and delivery of, and the performance of its obligations under, the Loan Documents by the Company have been duly authorized by proper proceedings, and the Loan Documents to which the Company is a party constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

3. Neither the execution and delivery by the Company of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof, nor the performance of the obligations thereunder, violate (i) any law, rule or regulation of the State of Missouri or the United States of America, or any order, writ, judgment, injunction, decree or award binding on the Company, (ii) the Company’s articles or certificate of incorporation or by-laws or (iii) the provisions of any indenture or material instrument or material agreement to which the Company or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Company or any of its Subsidiaries pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Company or any of its Subsidiaries, is required to be obtained by the Company or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings and issuances of Letters of Credit for the account of the Company under the Loan Documents, the payment and performance by the Company of the obligations thereunder or the legality, validity, binding effect or enforceability as to the Company of any of the Loan Documents.

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4. Except for the Disclosed Matters, there is no litigation, arbitration, governmental investigation, proceeding or inquiry currently existing, or, to the best of my knowledge after due inquiry, pending or threatened against or affecting the Company or any of its Subsidiaries, which, if determined adversely to the Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect on the Company or which seeks to prevent, enjoin or delay the making of the Loans or would adversely effect the legality, validity or enforceability of the Loan Documents as to the Company or the ability of the Company to perform the transactions contemplated therein.

5. The Company is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

6. No federal governmental consents, approvals, authorizations, registrations, declarations or filings are required in connection with the execution, delivery and/or performance by the Company of the Loan Documents.

7. In a properly presented case, a Missouri court or a federal court applying Missouri choice of law rules should give effect to the choice of law provisions of the Loan Documents and should hold that the Loan Documents are to be governed by the laws of the State of New York rather than the laws of the State of Missouri. In rendering the foregoing opinion, I note that by their terms the Loan Documents expressly selects New York law as the law governing their interpretation and that the Loan Documents were delivered to the Agent in New York. The choice of law provisions of the Loan Documents are not voidable under the laws of the State of Missouri. Notwithstanding the foregoing, even if a Missouri court or a federal court holds that the Loan Documents are to be governed by the laws of the State of Missouri, the Loan Documents would constitute a legal, valid and binding obligation of the Company, enforceable against the Company under Missouri law (including usury provisions) in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

I express no opinion as to the compliance or noncompliance, or the effect of the compliance or noncompliance, of any addressee with any state or federal laws or regulations applicable to it by reason of its status as or affiliation with a federally insured depository institution.

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I am a member of the Bar of the State of Missouri and the foregoing opinion is limited to the laws of the State of Missouri and the Federal laws of the United States of America typically relevant to a transaction of this type. I note that the Loan Documents are governed by the laws of the State of New York and, for purposes of the opinion expressed in opinion paragraph 2 above and with your permission, I have assumed that the laws of the State of New York do not differ from the laws of the State of Missouri in any manner that would render such opinion incorrect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other Person (other than your successors and assigns as Lenders) without my prior written consent. Notwithstanding anything in this opinion letter to the contrary, you may disclose this opinion (i) to prospective successors and assigns of the addressees hereof, (ii) to regulatory authorities having jurisdiction over any of the addressees hereof or their successors and assigns, and (iii) pursuant to valid legal process, in each case without my prior consent.

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This opinion is delivered as of the date hereof and I undertake no, and disclaim any, obligation to advise you of any change in matters of law or fact set forth herein or upon which this opinion is based.

Very truly yours,

EXHIBIT A-2

314.206.0459

314.554.4014 (Fax)

cstensland@ameren.com

June 30, 2009

To the Lenders and

JPMorgan Chase Bank, N.A.,

    as Agent

270 Park Avenue

New York, NY 10017

Dear Ladies and Gentlemen:

I, Craig W. Stensland, am an Associate General Counsel of Ameren Services Company, an affiliate that provides legal and other professional services to Central Illinois Public Service Company, an Illinois corporation, Central Illinois Light Company, an Illinois corporation, and Illinois Power Company, an Illinois corporation (collectively, the “Illinois Utility Borrowers”). I, or lawyers under my direction, have acted as counsel for the Illinois Utility Borrowers in connection with the Credit Agreement dated as of June 30, 2009 (the “Credit Agreement”), among the Illinois Utility Borrowers, Ameren Corporation, a Missouri corporation, the lending institutions identified therein as Lenders, JPMorgan Chase Bank, N.A., as Agent, and Barclays Bank PLC as Syndication Agent. Terms defined in the Credit Agreement are used herein with the same meanings.

In rendering the opinion expressed below, I, or lawyers under my direction, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion.

In making the examinations described above, I have assumed without independent investigation the capacity of natural persons (other than the office held by each representative of the Illinois Utility Borrowers) as reflected adjacent to such individual’s signature on the Loan Documents executed by such Illinois Utility Borrower, the genuineness of all signatures (other than those of representatives of the Illinois Utility Borrowers appearing on the Loan Documents), the authenticity of all documents furnished to me as originals, the conformity to originals of all documents furnished to me as certified or photostatic copies and the authenticity of the originals of such documents. In addition, I have assumed without

independent investigation that (i) the Loan Documents have been duly authorized, executed and delivered by the parties thereto other than the Illinois Utility Borrowers, and constitute their valid, lawful and binding obligations and agreements, and (ii) there is no separate agreement, undertaking, or course of dealing modifying, varying or waiving any of the terms of the Loan Documents. As to matters of fact not independently established by me relevant to the opinions set forth herein, I have relied without independent investigation on the representations contained in the Loan Documents and in certificates of public officials and responsible representatives of each Illinois Utility Borrower furnished to me; provided, however, that I advise that in the course of my representation of the Illinois Utility Borrowers, I obtained no information that leads me to believe that any such representation or certificate is untrue or misleading in any material respect.

Upon the basis of and subject to the foregoing, I am of the opinion that:

1. Each of the Illinois Utility Borrowers and each of their Subsidiaries (other than any Project Finance Subsidiary or Non-Material Subsidiary or an SPC) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, other than the failure of any such Illinois Utility Borrower to be qualified to transact business in any such jurisdiction to the extent such failure could not reasonably be expected to result in a Material Adverse Effect.

2. Each Illinois Utility Borrower has the power and authority and legal right to execute and deliver the Credit Agreement and to perform its obligations thereunder prior to the Accession Date for such Illinois Utility Borrower. The execution and delivery by each Illinois Utility Borrower of the Credit Agreement and the performance by each Illinois Utility Borrower of its obligations thereunder prior to the Accession Date for such Illinois Utility Borrower have been duly authorized by proper proceedings, and the Credit Agreement constitutes a legal, valid and binding obligation of such Illinois Utility Borrower enforceable against such Illinois Utility Borrower in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

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3. Neither the execution and delivery by each Illinois Utility Borrower of the Credit Agreement, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof, in each case prior to the Accession Date, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Illinois Utility Borrower or any of its Subsidiaries, or (ii) such Illinois Utility Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, material instrument or material agreement to which such Illinois Utility Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien (other than the Liens contemplated by the Collateral Documents applicable to such Illinois Utility Borrower when the same are executed and delivered) in, of or on the Property of such Illinois Utility Borrower or a Subsidiary pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by each Illinois Utility Borrower or any of its Subsidiaries, is required to be obtained by such Illinois Utility Borrower or any of its Subsidiaries in connection with the execution and delivery of the Credit Agreement, the performance by such Illinois Utility Borrower of the Obligations under the Credit Agreement prior to the Accession Date or the legality, validity, binding effect or enforceability of the Credit Agreement prior to the Accession Date.

4. In a properly presented case, an Illinois court or a federal court applying Illinois choice of law rules should give effect to the choice of law provisions of the Credit Agreement and should hold that the Credit Agreement is to be governed by the laws of the State of New York rather than the laws of the State of Illinois. In rendering the foregoing opinion, I note that by its terms the Credit Agreement expressly selects New York law as the law governing its interpretation and that the Credit Agreement was delivered to the Agent in New York. The choice of law provisions of the Credit Agreement are not voidable under the laws of the State of Illinois. Notwithstanding the foregoing, even if an Illinois court or a federal court holds that the Credit Agreement is to be governed by the laws of the State of Illinois, the Credit Agreement constitutes a legal, valid and binding obligation of each Illinois Utility Borrower thereto, enforceable under Illinois law (including usury provisions) against such Illinois Utility Borrower in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

3

I express no opinion as to the compliance or noncompliance, or the effect of the compliance or noncompliance, of any addressee with any state or federal laws or regulations applicable to it by reason of its status as or affiliation with a federally insured depository institution.

All the forgoing opinions are subject to the qualification that no Illinois Utility Borrower is entitled to any Loan under the Credit Agreement or required to enter into any of the Collateral Documents applicable to such Illinois Utility Borrower until the Accession Date for such Illinois Utility Borrower has occurred. As of the date hereof, no Accession Date has occurred.

I am a member of the Bar of the State of Illinois and the foregoing opinion is limited to the laws of the State of Illinois. I note that the Credit Agreement is governed by the laws of the State of New York and, for purposes of the opinion expressed in opinion paragraph 2 above, I have assumed that the laws of the State of New York do not differ from the laws of the State of Illinois in any manner that would render such opinion incorrect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other Person (other than your successors and assigns as Lenders) without my prior written consent. Notwithstanding anything in this opinion letter to the contrary, you may disclose this opinion (i) to prospective successors and assigns of the addressees hereof, (ii) to regulatory authorities having jurisdiction over any of the addressees hereof or their successors and assigns, and (iii) pursuant to valid legal process, in each case without my prior consent.

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This opinion is delivered as of the date hereof and I undertake no, and disclaim any, obligation to advise you of any change in matters of law or fact set forth herein or upon which this opinion is based.

Very truly yours,

Craig W. Stensland

Associate General Counsel

Ameren Services Company

EXHIBIT A-3

June 30, 2009

To the Lenders and

JPMorgan Chase Bank, N.A.,

    as Agent

270 Park Avenue

New York, NY 10017

Dear Ladies and Gentlemen:

I, S.R. Sullivan, am the Senior Vice President, General Counsel and Secretary of Ameren Corporation and its subsidiaries, Central Illinois Public Service Company, an Illinois corporation, Central Illinois Light Company, an Illinois corporation and Illinois Power Company, an Illinois corporation (collectively, the “Illinois Utility Borrowers”). I, or lawyers under my direction, have acted as counsel for the Illinois Utility Borrowers in connection with the Credit Agreement dated as of June 30, 2009 (the “Credit Agreement”), among the Illinois Utility Borrowers, Ameren Corporation, a Missouri corporation, the lending institutions identified therein as Lenders, JPMorgan Chase Bank, N.A., as Agent, and Barclays Bank PLC as Syndication Agent. Terms defined in the Credit Agreement are used herein with the same meanings. Notwithstanding the foregoing, with respect to any Illinois Utility Borrower, the term “Loan Documents” as used herein shall mean the Credit Agreement, the Notes and the Collateral Documents to which such Illinois Utility Borrower is a party.

In rendering the opinion expressed below, I, or lawyers under my direction, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion.

In making the examinations described above, I have assumed without independent investigation the capacity of natural persons (other than the office held by each representative of the Illinois Utility Borrowers) as reflected adjacent to such individual’s signature on the Loan Documents, the genuineness of all signatures (other than those of representatives of the Illinois Utility Borrowers appearing on Loan Documents), the authenticity of all documents furnished to me as originals, the conformity to originals of all documents furnished to me as certified or photostatic copies and the authenticity of the originals of such documents. In addition, I have assumed without independent investigation that (i) the Loan Documents have been duly authorized, executed and delivered by the parties thereto other than the Illinois Utility Borrowers, and constitute their valid, lawful and binding obligations and agreements, and (ii) there is no separate agreement, undertaking, or course of dealing

modifying, varying or waiving any of the terms of the Loan Documents. As to matters of fact not independently established by me relevant to the opinions set forth herein, I have relied without independent investigation on the representations contained in the Loan Documents and in certificates of public officials and responsible representatives of each Illinois Utility Borrower furnished to me; provided, however, that I advise that in the course of my representation of the Illinois Utility Borrowers, I obtained no information that leads me to believe that any such representation or certificate is untrue or misleading in any material respect.

Upon the basis of and subject to the foregoing, I am of the opinion that:

Except for the Disclosed Matters, there is no litigation, arbitration, governmental investigation, proceeding or inquiry currently existing, or, to the best of my knowledge after due inquiry, pending or threatened against or affecting any Illinois Utility Borrower or any of its Subsidiaries, which, if determined adversely to such Illinois Utility Borrower or to its Subsidiaries, could reasonably be expected to have a Material Adverse Effect with respect to such Illinois Utility Borrower or which seeks to prevent, enjoin or delay the making of any Loans or would adversely effect the legality, validity or enforceability of the Loan Documents or the ability of such Illinois Utility Borrower to perform the transactions contemplated therein.

Neither any Illinois Utility Borrower nor any Subsidiary of any Illinois Utility Borrower is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

No federal governmental consents, approvals, authorizations, registrations, declarations or filings are required in connection with the extensions of credit under the Credit Agreement or the performance by each Illinois Utility Borrower of its obligations under the Loan Documents except for the order of the Federal Energy Regulatory Commission dated March 21, 2008, with respect to Central Illinois Public Service Company and Central Illinois Light Company, and the order of the Federal Energy Regulatory Commission dated March 31, 2005, with respect to Illinois Power Company each of which is in full force and effect. The authorization under such March 21, 2008 order of the Federal Energy Regulatory Commission expires March 31, 2010.

I express no opinion as to the compliance or noncompliance, or the effect of the compliance or noncompliance, of any addressee with any state or federal laws or regulations applicable to it by reason of its status as or affiliation with a federally insured depository institution.

I am a member of the Bar of the State of Missouri and the foregoing opinion is limited to the federal laws of the United States of America. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other Person (other than your successors and assigns as Lenders) without my prior written consent. Notwithstanding anything in this opinion letter to the contrary, you may disclose this opinion (i) to prospective successors and assigns of the addressees hereof, (ii) to regulatory authorities having jurisdiction over any of the addressees hereof or their successors and assigns, and (iii) pursuant to valid legal process, in each case without my prior consent.

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This opinion is delivered as of the date hereof and I undertake no, and disclaim any, obligation to advise you of any change in matters of law or fact set forth herein or upon which this opinion is based.

Very truly yours,

EXHIBIT A-4

314.206.0459

314.554.4014 (Fax)

cstensland@ameren.com

June 30, 2009

To the Lenders

and JPMorgan Chase Bank, N.A.,

    as Agent

270 Park Avenue

New York, NY 10017

Dear Ladies and Gentlemen:

I, Craig W. Stensland, am an Associate General Counsel of Ameren Services Company, an affiliate that provides legal and other professional services to Central Illinois Public Service Company, an Illinois corporation, Central Illinois Light Company, an Illinois corporation and Illinois Power Company, an Illinois corporation (collectively, the “Illinois Utility Borrowers”). I, or lawyers under my direction, have acted as counsel for the Illinois Utility Borrowers in connection with the Credit Agreement dated as of June 30, 2009 (the “Credit Agreement”), among the Illinois Utility Borrowers, Ameren Corporation, a Missouri corporation, the lending institutions identified therein as Lenders, JPMorgan Chase Bank, N.A., as Agent, and Barclays Bank PLC as Syndication Agent. Terms defined in the Credit Agreement are used herein with the same meanings. Notwithstanding the foregoing, with respect to any Illinois Utility Borrower, the term “Loan Documents” as used herein shall mean the Credit Agreement, the Notes and the Collateral Documents to which such Illinois Utility Borrower is a party.

In rendering the opinion expressed below, I, or lawyers under my direction, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion.

In making the examinations described above, I have assumed without independent investigation the capacity of natural persons (other than the office held by each representative of the Illinois Utility Borrowers) as reflected adjacent to such individual’s signature on the Loan Documents executed by such Illinois Utility Borrower, the genuineness of all signatures (other than those of representatives of the Illinois Utility Borrowers appearing on the Loan Documents), the authenticity of all documents furnished to me as originals, the conformity to originals of all documents furnished to me as certified or photostatic copies and the authenticity of the originals of such documents. In addition, I have assumed without

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independent investigation that (i) the Loan Documents have been duly authorized, executed and delivered by the parties thereto other than the Illinois Utility Borrowers, and constitute their valid, lawful and binding obligations and agreements, and (ii) there is no separate agreement, undertaking, or course of dealing modifying, varying or waiving any of the terms of the Loan Documents. As to matters of fact not independently established by me relevant to the opinions set forth herein, I have relied without independent investigation on the representations contained in the Loan Documents and in certificates of public officials and responsible representatives of each Illinois Utility Borrower furnished to me; provided, however, that I advise that in the course of my representation of the Illinois Utility Borrowers, I obtained no information that leads me to believe that any such representation or certificate is untrue or misleading in any material respect.

Upon the basis of and subject to the foregoing, I am of the opinion that:

5. Each of the Illinois Utility Borrowers and each of their Subsidiaries (other than any Project Finance Subsidiary or Non-Material Subsidiary or an SPC) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, other than the failure of any such Illinois Utility Borrower to be qualified to transact business in any such jurisdiction to the extent such failure could not reasonably be expected to result in a Material Adverse Effect.

6. Each Illinois Utility Borrower has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Illinois Utility Borrower of the Loan Documents to which it is a party and the performance by each Illinois Utility Borrower of its obligations thereunder have been duly authorized by proper proceedings, and the Loan Documents to which such Illinois Utility Borrower is a party constitute legal, valid and binding obligations of such Illinois Utility Borrower enforceable against such Illinois Utility Borrower in accordance with their terms, except (a) as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing, and (b) except that enforceability of the CIPS Indenture, the CILCO Indenture and the IP Indenture may be limited by the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein, which laws do not, in my opinion, make inadequate remedies necessary for the realization of the benefits of such security.

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7. Neither the execution and delivery by each Illinois Utility Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Illinois Utility Borrower or any of its Subsidiaries, or (ii) such Illinois Utility Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, material instrument or material agreement to which such Illinois Utility Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien (other than the Liens contemplated by the Collateral Documents applicable to such Illinois Utility Borrower) in, of or on the Property of such Illinois Utility Borrower or a Subsidiary pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by each Illinois Utility Borrower or any of its Subsidiaries, is required to be obtained by such Illinois Utility Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents to which it is a party, the borrowings and issuances of Letters of Credit by or for the account of such Illinois Utility Borrower under the Credit Agreement, the payment and performance by such Illinois Utility Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents with respect to such Illinois Utility Borrower.

8. Each Illinois Utility Borrower is a “public utility” as defined in the Illinois Public Utilities Act. The Illinois Commerce Commission (“ICC”) has issued an order with respect to each Illinois Utility Borrower authorizing such Illinois Utility Borrower to issue and deliver the CIPS Credit Agreement Bond, the CILCO Credit Agreement Bond and the IP Credit Agreement Bond (collectively, the “Utility Bonds”), respectively, as collateral for such Illinois Utility Borrower’s Obligations under the Credit Agreement. Such order of the ICC is in full force and effect. No approval of the ICC is required for the Illinois Utility Borrowers to enter into the Credit Agreement and incur their respective Obligations thereunder.

9. Each of the Utility Bonds has been duly authorized, executed and issued by the respective issuer and, assuming due authentication thereof by the respective trustees under the CIPS Indenture, the CILCO Indenture and the IP Indenture (collectively, the “Utility Indentures”), respectively, (a) constitute valid and legally binding obligations of the respective issuer, except (x) as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good

4

faith and fair dealing, and (y) except that enforceability of the CIPS Indenture, the CILCO Indenture and the IP Indenture may be limited by the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein, which laws do not, in my opinion, make inadequate remedies necessary for the realization of the benefits of such security, and (b) will be entitled to the benefit of the security afforded by the respective Utility Indenture equally and ratably with all other mortgage bonds issued under such Utility Indenture.

10. The delivery to the Agent in the State of New York of the Utility Bonds in accordance with the CIPS Bond Delivery Agreement, the CILCO Bond Delivery Agreement and the IP Bond Delivery Agreement, respectively, is effective to perfect the security interest in the Utility Bonds on the date of such delivery, except that enforceability of the CIPS Indenture, the CILCO Indenture and the IP Indenture may be limited by the laws of the State of Illinois affecting the remedies for the enforcement of such security interest, which laws do not, in my opinion, make inadequate remedies necessary for the realization of the benefits of such security.

11. Each of the Illinois Utility Borrowers has good and sufficient title to all or substantially all its permanent fixed properties and the material franchises, permits and licenses now owned by it, except as may be set out in the Disclosed Matters, and no notice has been given to any Illinois Utility Borrower by any governmental authority of any proceeding to condemn, purchase or otherwise acquire any material properties of such Illinois Utility Borrower and, so far as I know, no such proceeding is contemplated.

12. The Utility Indentures (including the CIPS Supplemental Indenture, the CILCO Supplemental Indenture and the IP Supplemental Indenture) have each been duly filed for recording and recorded in each county in the State of Illinois in which any permanent fixed property described in and conveyed by the respective Utility Indenture and now owned by the Illinois Utility Borrower party to such Utility Indenture is located, and constitutes a legally valid and direct enforceable first mortgage lien (except as federal bankruptcy laws may affect the validity of the lien of such Utility Indenture with respect to proceeds, products, rents, issues or profits of the property subject to such lien realized and additional property acquired within 90 days prior to and after the commencement of a case under such laws and except as enforcement of provisions thereof may be limited by the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for in such Utility Indenture, which laws do not, in my opinion, make such remedies inadequate for realization of the benefits of such security, or limited by bankruptcy or insolvency laws of or other applicable laws affecting the enforcement of creditors’ rights generally or by general principles of equity) upon substantially all of such Illinois Utility Borrower’s fixed properties and franchises used or useful in its public utility businesses free from all prior or equal ranking liens, charges or encumbrances, subject only to permitted encumbrances and liens, as defined in the respective Utility Indenture, and to the provisions contained in such Utility Indenture for the release, or substitution and release, of property from the lien thereof. In connection with the Utility Bonds, the “date of the mortgage” for purposes of Illinois Compiled Statutes, Chapter 205, Section 5/5d is the date of the applicable Supplemental Indenture.

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13. No recordation, registration or filing of any Utility Indenture or any supplemental indenture or instrument of further assurance, other than such recordation referred to in opinion paragraph 8, is necessary in the State of Illinois to make effective the security interest intended to be created by the Utility Indentures with respect to the Utility Bonds issued thereunder.

14. Substantially all physical properties and franchises used or useful in the Illinois Utility Borrowers’ respective public utility businesses (other than those of the character not subject to the lien of the applicable Utility Indenture) now owned by each such Illinois Utility Borrower are subject to the lien of the applicable Utility Indenture, subject only to permitted encumbrances and liens, as defined in the applicable Utility Indenture, and to the provisions contained in the applicable Utility Indenture for the release, or substitution and release, of property from the lien thereof. All physical properties and franchises used or useful in the Illinois Utility Borrowers’ respective public utility businesses (other than those of the character not subject to the lien of the applicable Utility Indenture) hereafter acquired by such Illinois Utility Borrower and situated in counties in the State of Illinois in which the applicable Utility Indenture shall be of record will, upon such acquisition, become subject to the lien of the applicable Utility Indenture, subject, however, to such encumbrances and liens as are permitted thereby.

15. In a properly presented case, an Illinois court or a federal court applying Illinois choice of law rules should give effect to the choice of law provisions of the Loan Documents and should hold that the Loan Documents are to be governed by the laws of the State of New York rather than the laws of the State of Illinois. In rendering the foregoing opinion, I note that by their terms the Loan Documents expressly select New York law as the law governing its interpretation and that the Loan Documents were delivered to the Agent in New York. The choice of law provisions of the Loan Documents are not voidable under the laws of the State of Illinois. Notwithstanding the foregoing, even if an Illinois court or a federal court holds that the Loan Documents are to be governed by the laws of the State of Illinois, each Loan Document constitutes a legal, valid and binding obligation of each Illinois Utility Borrower thereto, enforceable under Illinois law (including usury provisions) against such Illinois Utility Borrower in accordance with its terms, except (a) as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing, and (b) except that enforceability of the CIPS Indenture, the CILCO Indenture and the IP Indenture may be limited by the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein, which laws do not, in my opinion, make inadequate remedies necessary for the realization of the benefits of such security.

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I express no opinion as to the compliance or noncompliance, or the effect of the compliance or noncompliance, of any addressee with any state or federal laws or regulations applicable to it by reason of its status as or affiliation with a federally insured depository institution.

I am a member of the Bar of the State of Illinois and the foregoing opinion is limited to the laws of the State of Illinois. I note that the Credit Agreement is governed by the laws of the State of New York and, for purposes of the opinion expressed in opinion paragraphs 2, 5, 6 and 8 above, I have assumed that the laws of the State of New York do not differ from the laws of the State of Illinois in any manner that would render such opinion incorrect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other Person (other than your successors and assigns as Lenders) without my prior written consent. Notwithstanding anything in this opinion letter to the contrary, you may disclose this opinion (i) to prospective successors and assigns of the addressees hereof, (ii) to regulatory authorities having jurisdiction over any of the addressees hereof or their successors and assigns, and (iii) pursuant to valid legal process, in each case without my prior consent.

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This opinion is delivered as of the date hereof and I undertake no, and disclaim any, obligation to advise you of any change in matters of law or fact set forth herein or upon which this opinion is based.

Very truly yours,

Craig W. Stensland

Associate General Counsel

Ameren Services Company

1

EXHIBIT B

[FORM OF COMPLIANCE CERTIFICATE]

To: The Lenders parties to the

Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of June [    ], 2009 (as amended, modified, renewed or extended from time to time, the “Agreement”) among Ameren Corporation (the “Company”), Central Illinois Public Service Company, Central Illinois Light Company, Illinois Power Company, (each, a “Borrower” and collectively, the “Borrowers”), the lenders party thereto, JPMorgan Chase Bank, N.A., as Agent and Barclays Bank PLC, as Syndication Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected Vice President and Treasurer of each of the Borrowers;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of each Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4. Schedule I attached hereto sets forth financial data and computations evidencing each Borrower’s compliance with certain covenants of the Agreement as of the end of the most recent fiscal quarter for which such financial data and computations have been prepared.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the applicable Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered this ___ day of __________, _____.

SCHEDULE I

TO COMPLIANCE CERTIFICATE

Compliance as of _________, ____ with

Provisions of Section 6.17 of

the Agreement

LEVERAGE RATIO

COMPANY:
Consolidated Indebtedness of Company:	$	___________
Consolidated Total Capitalization of Company:	$	___________
Company’s Leverage Ratio (Ratio of 1 to 2):		_____ to 1.00
CILCO:
Consolidated Indebtedness of CILCO:	$	___________
Consolidated Total Capitalization of CILCO:	$	___________
CILCO’s Leverage Ratio (Ratio of 1 to 2):		_____ to 1.00
IP:
Consolidated Indebtedness of IP:	$	___________
Consolidated Total Capitalization of IP:	$	___________
IP’s Leverage Ratio (Ratio of 1 to 2):		_____ to 1.00
CIPS:
Consolidated Indebtedness of CIPS:	$	___________
Consolidated Total Capitalization of CIPS:	$	___________
CIPS’ Leverage Ratio (Ratio of 1 to 2):		_____ to 1.00

FUNDS FROM OPERATIONS RATIO

Funds from Operations of the Company and Consolidated Subsidiaries	$	___________
less Funds from Operations of UE or Genco (if applicable)	$	___________
less Funds from Operations of Resources (if applicable)	$	___________
plus Interest Expense of Company and its consolidated subsidiaries	$	___________
Subtotal 1:	$	___________
Interest Expense of the Company and its Consolidated Subsidiaries	$	___________
less Interest Expense of Resources (if excluded from Funds above)	$	___________
Subtotal 2:	$	___________
Funds from Operations Ratio (Ratio of Subtotal 1 to Subtotal 2)	$	___________

EXHIBIT C

[FORM OF ASSIGNMENT AGREEMENT]

This Assignment (the “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit, guaranties and swingline loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor against any Person whether known or unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:		[and is an Affiliate/Approved
		Fund of [identify Lender]]1
3.	Borrowers:	Ameren Corporation Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company
4.	Agent:	JPMorgan Chase Bank, N.A., as Agent under the Credit Agreement.
5.	Credit Agreement:	The Credit Agreement, dated as of June [ ], 2009, among the Borrowers, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Agent and Barclays Bank PLC as Syndication Agent.
6.	Assigned Interest:

Aggregate Amount of Commitment/Loans for all Lenders*	Amount of Commitment/Loans Assigned*	Percentage Assigned of Commitment/Loans2
$	$	_______	%
$	$	_______	%
$	$	_______	%

7. Trade Date:     ³

Effective Date: ____________, 20__ [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.]

¹ Select as applicable.

* Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

² Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

³ Insert if satisfaction of minimum amounts is to be determined as of the Trade Date.

2

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]
By:
	TITLE:
ASSIGNEE [NAME OF ASSIGNEE]
By:
	TITLE:

[Consented to and]⁴ Accepted:

AMEREN CORPORATION

By:

Title:

[Consented to and]⁵ Accepted:

JPMORGAN CHASE BANK, N.A., as Agent

By:

Title:

[Consented to:]⁶

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

By:

Title:

⁴ To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

⁵ To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

⁶ To be added only if the consent of each Borrower is required by the terms of the Credit Agreement.

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[Consented to:]⁷

CENTRAL ILLINOIS LIGHT COMPANY

By:

Title:

[Consented to:]⁸

ILLINOIS POWER COMPANY

By:

Title:

⁷ To be added only if the consent of each Borrower is required by the terms of the Credit Agreement.

⁸ To be added only if the consent of each Borrower is required by the terms of the Credit Agreement.

4

TERMS AND CONDITIONS FOR ASSIGNMENT

1. Representations and Warranties.

1.1 Assignor. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority, collectability, or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document, (v) inspecting any of the property, books or records of the Borrowers, or any guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment, (iv) none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment, (vi) it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (vii) attached as Schedule 1 to this Assignment is any documentation required to be delivered by the Assignee with respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. The Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York.

2

EXHIBIT D-1

LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To JPMorgan Chase Bank, NA,

as Agent (the “Agent”) under the Credit Agreement

Described Below.

Re: Credit Agreement dated as of June __, 2009 (the “Credit Agreement”) among Ameren Corporation, Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company, the Lenders named therein, JPMorgan Chase Bank, N.A., as Agent, and Barclays Bank PLC, as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

Ameren Corporation (“Ameren”) hereby specifically authorizes and directs the Agent to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit to Ameren from time to time until receipt by the Agent of a specific written revocation of such instructions by Ameren, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by Ameren in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.17 of the Credit Agreement.

Facility Identification Number(s)
Customer/Account Name:	Ameren Corporation
Transfer Funds To:	Bank Name/Location: US Bank / Cincinnati, OH Account Name: Ameren Corporation General ABA Routing & Transit: 042000013 Account Number: 130103018037

Authorized Officer (Customer Representative):	Date:
(Please Print)	Signature
Bank Officer Name:	Date:
(Please Print)	Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

EXHIBIT D-2

LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To JPMorgan Chase Bank, NA,

as Agent (the “Agent”) under the Credit Agreement

Described Below.

Re: Credit Agreement dated as of June __, 2009 (the “Credit Agreement”) among Ameren Corporation, Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company, the Lenders named therein, JPMorgan Chase Bank, N.A., as Agent, and Barclays Bank PLC, as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

Central Illinois Light Company (“CILCO”) hereby specifically authorizes and directs the Agent to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit to CILCO from time to time until receipt by the Agent of a specific written revocation of such instructions by CILCO, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by CILCO in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.17 of the Credit Agreement.

Facility Identification Number(s)
Customer/Account Name:	Central Illinois Light Company
Transfer Funds To:	Bank Name/Location: US Bank / Cincinnati, OH Account Name: AmerenCilco General ABA Routing & Transit: 042000013 Account Number: 130103018060

Authorized Officer (Customer Representative):	Date:
(Please Print)	Signature
Bank Officer Name:	Date:
(Please Print)	Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

EXHIBIT D-3

LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To JPMorgan Chase Bank, NA,

as Agent (the “Agent”) under the Credit Agreement

Described Below.

Re: Credit Agreement dated as of June __, 2009 (the “Credit Agreement”) among Ameren Corporation, Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company, the Lenders named therein, JPMorgan Chase Bank, N.A., as Agent, and Barclays Bank PLC, as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

Illinois Power Company (“IP”) hereby specifically authorizes and directs the Agent to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit to IP from time to time until receipt by the Agent of a specific written revocation of such instructions by IP, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by IP in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.17 of the Credit Agreement.

Facility Identification Number(s)
Customer/Account Name:	Illinois Power Company
Transfer Funds To:	Bank Name/Location: US Bank / Cincinnati, OH Account Name: AmerenIP General ABA Routing & Transit: 042000013 Account Number: 130103018078

Authorized Officer (Customer Representative)	Date:
(Please Print)	Signature
Bank Officer Name	Date:
(Please Print)	Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

EXHIBIT D-5

LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To: JPMorgan Chase Bank, NA,

as Agent (the “Agent”) under the Credit Agreement

Described Below.

Re: Credit Agreement dated as of June __, 2009 (the “Credit Agreement”) among Ameren Corporation, Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company, the Lenders named therein, JPMorgan Chase Bank, N.A., as Agent, and Barclays Bank PLC, as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

Central Illinois Public Service Company (“CIPS”) hereby specifically authorizes and directs the Agent to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit to CIPS from time to time until receipt by the Agent of a specific written revocation of such instructions by CIPS, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by CIPS in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.17 of the Credit Agreement.

Facility Identification Number(s)
Customer/Account Name:	Central Illinois Public Service Company
Transfer Funds To:	Bank Name/Location: US Bank / Cincinnati, OH Account Name: AmerenCIPS General ABA Routing & Transit: 042000013 Account Number: 130103018052

Authorized Officer (Customer Representative):	Date:
(Please Print)	Signature
Bank Officer Name:	Date:
(Please Print)	Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

EXHIBIT E

[FORM OF PROMISSORY NOTE]

[Date]                 

_________________, a __________ corporation (the “Borrower”), promises to pay to the order of ____________________________________ (the “Lender”) on the Availability Termination Date __________ DOLLARS ($_____) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A., in New York, New York, as Agent, together with accrued but unpaid interest thereon. The Borrower shall pay interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Revolving Loan and the date and amount of each principal payment hereunder.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of June [    ], 2009 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among Ameren Corporation, Central Illinois Public Service Company, Central Illinois Light Company and Illinois Power Company, the lenders party thereto, including the Lender, JPMorgan Chase Bank, N.A., as Agent and Barclays Bank PLC, as Syndication Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

By:

Print Name:

Title:

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

TO

NOTE OF ______________________,

DATED _____________,

Date Principal
Amount of
Loan Maturity
of Interest
Period Principal
Amount
Paid Unpaid
Balance

2

EXHIBIT F

[FORM OF DESIGNATION AGREEMENT]

Dated ____________, 20__

Reference is made to the Credit Agreement dated as of June [    ], 2009 (as amended or otherwise modified from time to time, the “Credit Agreement”) among Ameren Corporation, a Missouri corporation, Central Illinois Public Service Company, an Illinois corporation, Central Illinois Light Company, an Illinois corporation and Illinois Power Company, an Illinois corporation, (each, a “Borrower and collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., (having its principal office in New York, NY), as Agent and Barclays Bank PLC, as Syndication Agent. Terms defined in the Credit Agreement are used herein as therein defined.

_________ (the “Designating Lender”), ____________ (the “Designated Lender”), and the Borrowers agree as follows:

1. The Designating Lender hereby designates the Designated Lender, and the Designated Lender hereby accepts such designation, as its Designated Lender under the Credit Agreement.

2. The Designating Lender makes no representations or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.

3. The Designated Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Article V and Article VI thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, the Designating Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action it may be permitted to take under the Credit Agreement; (iii) confirms that it is an Eligible Designee; (iv) appoints and authorizes the Designating Lender as its administrative agent and attorney-in-fact and grants the Designating Lender an irrevocable power of attorney to receive payments made for the benefit of the Designated Lender under the Credit Agreement and to deliver and receive all communications and notices under the Credit Agreement, if any, that Designated Lender is obligated to deliver or has the right to receive thereunder; (v) acknowledges that it is subject to and bound by the confidentiality provisions of the Credit Agreement (except as permitted under Section 12.4 thereof); and (vi) acknowledges that the Designating Lender retains the sole right and responsibility to vote under the Credit Agreement, including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Agreement, and agrees that the Designated Lender shall be bound by all such votes, approvals, amendments, modifications and waivers and all other agreements of the Designating Lender pursuant to or in connection with the Credit Agreement.

4. Following the execution of this Designation Agreement by the Designating Lender, the Designated Lender and the Borrowers, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date of this Designation Agreement shall be the date of acceptance thereof by the Agent, unless otherwise specified on the signature page hereto (the “Effective Date”).

5. Upon such acceptance and recording by the Agent, as of the Effective Date (a) the Designated Lender shall have the right to make Loans as a Lender pursuant to Article II of the Credit Agreement and the rights of a Lender related thereto and (b) the making of any such Loans by the Designated Lender shall satisfy the obligations of the Designating Lender under the Credit Agreement to the same extent, and as if, such Loans were made by the Designating Lender.

6. Each party to this Designation Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 6 of the Designation Agreement shall survive the termination of this Designation Agreement and termination of the Credit Agreement.

7. This Designation Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

2

IN WITNESS WHEREOF, the parties have caused this Designation Agreement to be executed by their respective officers hereunto duly authorized, as of the date first above written.

Effective Date¹:

[NAME OF DESIGNATING LENDER]

By:

Name:

Title:

[NAME OF DESIGNATED LENDER]

By:

Name:

Title:

AMEREN CORPORATION

By:

Name:

Title:

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

By:

Name:

Title:

¹ This date should be no earlier than the date of acceptance by the Agent.

3

CENTRAL ILLINOIS LIGHT COMPANY

By:

Name:

Title:

ILLINOIS POWER COMPANY

By:

Name:

Title:

Accepted and Approved this ____ day of ________, ____

JPMORGAN CHASE BANK, N.A., as Agent

By:

Title:

4

EXHIBIT G

SUBORDINATION TERMS

All subordinated indebtedness (hereinafter referred to as “Subordinated Debt”) of any Borrower incurred after the date of this Agreement that is not being included in the calculation of Consolidated Indebtedness pursuant to clause (A) of the proviso in Section 6.17 shall be in the form of indebtedness of such Borrower to the Company or any of its Subsidiaries that is subordinate and junior to any and all indebtedness (hereinafter referred to as “Senior Debt”) of such Borrower, whether existing on the date of this Agreement or thereafter incurred, in respect of (i) all Obligations of such Borrower under this Agreement, including Obligations in respect of Letters of Credit, (ii) other borrowings of such Borrower from any one or more banks, insurance companies, pension or profit sharing trusts, or other financial institutions whether secured or unsecured and (iii) all other borrowings incurred, assumed or guaranteed by such Borrower, at any time, evidenced by a note, debenture, bond or other similar instrument (including capitalized lease and purchase money obligations, and/or for the acquisition (whether by way of purchase, merger or otherwise) of any business, real property or other assets (except assets acquired in the ordinary course of business) but excluding obligations other than for borrowed money including trade payables and other obligations to general creditors) other than indebtedness which, by its terms or the terms of the instrument creating or evidencing it, provides that such indebtedness is subordinated to all other indebtedness of such Borrower. Notwithstanding any other provision of this Agreement on this Exhibit G, “Senior Debt” shall include refinancings, renewals, amendments, extensions or refundings of the indebtedness described in clauses (i) through (iii) above.

“Subordinate and junior” as used herein shall mean that in the event of:

(a) any default in, or violation of, the terms or covenants of any Senior Debt, including, without limitation, any default in payment of principal of, or premium, if any, or interest on, any Senior Debt whenever due (whether by acceleration of maturity or otherwise), and during the continuance thereof, or

(b) the institution of any liquidation, dissolution, bankruptcy, insolvency, reorganization or similar proceeding relating to any Borrower, its property or its creditors as such,

the obligee of indebtedness so described shall not be entitled to receive any payment of principal of, or premium, if any, or interest on, such indebtedness until all amounts owing in respect of Senior Debt (matured and unmatured) shall have been paid in full; and from and after the happening of any event described in clause (b) of this paragraph, all payments and distributions of any kind or character (whether in cash, securities or property) which, except for the subordination provisions hereof, would have been payable or distributable to the obligee of such indebtedness (whether directly or by reason of this note’s being superior to any other indebtedness), shall be made to and for

the benefit of the holders of Senior Debt (who shall be entitled to make all necessary claims therefor) in accordance with the priorities of payment thereof until all Senior Debt (matured and unmatured) shall have been paid in full. No act or failure to act on the part of any Borrower, and no default under or breach of any agreement of such Borrower, whether or not herein set forth, shall in any way prevent or limit the holder of any Senior Debt from enforcing fully the subordination terms herein provided for, irrespective of any knowledge or notice which such holder may at any time have or be charged with. In the event that any payment or distribution is made with respect to Subordinated Debt in violation of the terms of this Exhibit G or any outstanding Senior Debt, any holder of Subordinated Debt receiving such payment or distribution shall hold it in trust for the benefit of, and shall remit it to, the holders of Senior Debt then outstanding in accordance with the priorities of payment thereof.

EXHIBIT J-1

BOND DELIVERY AGREEMENT

CENTRAL ILLINOIS LIGHT COMPANY

to

JPMORGAN CHASE BANK, N.A., AS AGENT

Dated as of June 30, 2009

Relating to

First Mortgage Bonds, 2009 Credit Agreement Series

Due June 30, 2011

BOND DELIVERY AGREEMENT (this “Agreement”), dated as of June 30, 2009, is between Central Illinois Light Company (the “Company”), and JPMorgan Chase Bank, N.A., as agent (the “Agent”) under the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of June 30, 2009 among the Company, the other Borrowers thereunder, the lenders party thereto (the “Lenders”), the Agent, and Barclays Bank PLC, as Syndication Agent.

WHEREAS, the Company has entered into the Credit Agreement and may from time to time make borrowings and obtain letters of credit thereunder in accordance with the provisions thereof;

WHEREAS, the Company has established its Mortgage Bonds, 2009 Credit Agreement Series, due June 30, 2011 in the aggregate principal amount of $150,000,000 (whether one or more, the “Bond”), to be issued under and in accordance with the CILCO Supplemental Indenture (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned in the Credit Agreement); and

WHEREAS, the Company proposes to issue and deliver to the Agent, for the benefit of the Lenders, the Bond in order to provide the Bond as evidence of and to secure the Obligations of the Company.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Company and the Agent hereby agree as follows:

1

ARTICLE I

THE BONDS

Section 1.1 Delivery of Bond.

In order to evidence and secure the Obligations of the Company and to provide the Lenders the benefit of the lien of the Indenture with respect to the Bond, the Company hereby delivers to the Agent the Bond in the aggregate principal amount of $150,000,000, maturing on June 30, 2011 and bearing interest as provided in the CILCO Supplemental Indenture. The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the Bond except on the Commitment Termination Date of the Company or upon redemption of the Bond. If at any time any permanent reduction of the Borrower Sublimit of the Company or the Borrower Credit Exposure of the Company shall result in the principal of the Bond being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the Bond in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the Bond to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure, all as set forth in the Bond and in the CILCO Supplemental Indenture.

The Bond is registered in the name of the Agent and shall be owned and held by the Agent, for the benefit of the Lenders and the other secured parties in respect of the Obligations, subject to the provisions of this Agreement and the CILCO Indenture, and the Company shall have no interest therein. The Agent shall be entitled to exercise all rights of a bondholder under the CILCO Indenture with respect to the Bond.

The Agent hereby acknowledges receipt of the Bond.

Section 1.2 Payments on the Bond.

Any payments received by the Agent on account of the principal of, or interest on, the Bond shall be deemed to be and treated in all respects as payments of the Obligations, and such payments shall be distributed by the Agent in accordance with the applicable provisions of the Credit Agreement.

2

ARTICLE II

NO TRANSFER OF BOND; SURRENDER OF BOND

Section 2.1 No Transfer of the Bond.

The Agent shall not sell, assign or otherwise transfer the Bond delivered to it under this Agreement except to a successor administrative agent under the Credit Agreement. The Company may take such actions as it shall deem necessary, desirable or appropriate to effect compliance with such restrictions on transfer, including the issuance of stop-transfer instructions to the CILCO Trustee or any other transfer agent thereunder.

Section 2.2 Surrender of the Bond.

The Agent shall surrender the Bond to the CILCO Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Obligations of the Company shall have been duly paid.

Upon any permanent reduction of the greater of the Company’s Borrower Sublimit and the Company’s Borrower Credit Exposure pursuant to the terms of the Credit Agreement, the Agent shall promptly confirm such reduction to the CILCO Trustee.

ARTICLE III

GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company and the Agent have caused this Agreement to be executed and delivered as of the date first above written.

CENTRAL ILLINOIS LIGHT COMPANY
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Agent
By:
	Name:
	Title:

[Signature Page to CILCO Bond Delivery Agreement – Section 4.3.6(iv)]

EXHIBIT J-2

BOND DELIVERY AGREEMENT

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

to

JPMORGAN CHASE BANK, N.A., AS AGENT

Dated as of June 30, 2009

Relating to

First Mortgage Bonds, 2009 Credit Agreement Series

Due June 30, 2011

BOND DELIVERY AGREEMENT (this “Agreement”), dated as of June 30, 2009, is between Central Illinois Public Service Company (the “Company”), and JPMorgan Chase Bank, N.A., as agent (the “Agent”) under the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of June 30, 2009 among the Company, the other Borrowers thereunder, the lenders party thereto (the “Lenders”), the Agent, and Barclays Bank PLC.

WHEREAS, the Company has entered into the Credit Agreement and may from time to time make borrowings and obtain letters of credit thereunder in accordance with the provisions thereof;

WHEREAS, the Company has established its Mortgage Bonds, 2009 Credit Agreement Series, due June 30, 2011 in the aggregate principal amount of $135,000,000 (whether one or more, the “Bond”), to be issued under and in accordance with the CIPS Supplemental Indenture (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned in the Credit Agreement); and

WHEREAS, the Company proposes to issue and deliver to the Agent, for the benefit of the Lenders, the Bond in order to provide the Bond as evidence of and to secure the Obligations of the Company.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Company and the Agent hereby agree as follows:

1

ARTICLE I

THE BONDS

Section 1.1 Delivery of Bond.

In order to evidence and secure the Obligations of the Company and to provide the Lenders the benefit of the lien of the Indenture with respect to the Bond, the Company hereby delivers to the Agent the Bond in the aggregate principal amount of $135,000,000, maturing on June 30, 2011 and bearing interest as provided in the CIPS Supplemental Indenture. The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the Bond except on the Commitment Termination Date of the Company or upon redemption of the Bond. If at any time any permanent reduction of the Borrower Sublimit of the Company or the Borrower Credit Exposure of the Company shall result in the principal of the Bond being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the Bond in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the Bond to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure, all as set forth in the Bond and in the CIPS Supplemental Indenture.

The Bond is registered in the name of the Agent and shall be owned and held by the Agent, for the benefit of the Lenders and the other secured parties in respect of the Obligations, subject to the provisions of this Agreement and the CIPS Indenture, and the Company shall have no interest therein. The Agent shall be entitled to exercise all rights of a bondholder under the CIPS Indenture with respect to the Bond.

The Agent hereby acknowledges receipt of the Bond.

Section 1.2 Payments on the Bond.

Any payments received by the Agent on account of the principal of, or interest on, the Bond shall be deemed to be and treated in all respects as payments of the Obligations, and such payments shall be distributed by the Agent in accordance with the applicable provisions of the Credit Agreement.

2

ARTICLE II

NO TRANSFER OF BOND; SURRENDER OF BOND

Section 2.1 No Transfer of the Bond.

The Agent shall not sell, assign or otherwise transfer the Bond delivered to it under this Agreement except to a successor administrative agent under the Credit Agreement. The Company may take such actions as it shall deem necessary, desirable or appropriate to effect compliance with such restrictions on transfer, including the issuance of stop-transfer instructions to the CIPS Trustee or any other transfer agent thereunder.

Section 2.2 Surrender of the Bond.

The Agent shall surrender the Bond to the CIPS Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Obligations of the Company shall have been duly paid.

Upon any permanent reduction of the greater of the Company’s Borrower Sublimit and the Company’s Borrower Credit Exposure pursuant to the terms of the Credit Agreement, the Agent shall promptly confirm such reduction to the CIPS Trustee.

ARTICLE III

GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the Company and the Agent have caused this Agreement to be executed and delivered as of the date first above written.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Agent
By:
	Name:
	Title:

[Signature Page to CIPS Bond Delivery Agreement – Section 4.3.7(iv)]

EXHIBIT J-3

BOND DELIVERY AGREEMENT

ILLINOIS POWER COMPANY

to

JPMORGAN CHASE BANK, N.A., AS AGENT

Dated as of June 30, 2009

Relating to

First Mortgage Bonds, 2009 Credit Agreement Series

Due June 30, 2011

BOND DELIVERY AGREEMENT (this “Agreement”), dated as of June 30, 2009, is between Illinois Power Company (the “Company”), and JPMorgan Chase Bank, N.A., as agent (the “Agent”) under the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of June 30, 2009 among the Company, the other Borrowers thereunder, the lenders party thereto (the “Lenders”), the Agent, and Barclays Bank PLC, as Syndication Agent.

WHEREAS, the Company has entered into the Credit Agreement and may from time to time make borrowings and obtain letters of credit thereunder in accordance with the provisions thereof;

WHEREAS, the Company has established its Mortgage Bonds, 2009 Credit Agreement Series, due June 30, 2011 in the aggregate principal amount of $350,000,000 (whether one or more, the “Bond”), to be issued under and in accordance with the IP Supplemental Indenture (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned in the Credit Agreement); and

WHEREAS, the Company proposes to issue and deliver to the Agent, for the benefit of the Lenders, the Bond in order to provide the Bond as evidence of and to secure the Obligations of the Company.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Company and the Agent hereby agree as follows:

1

ARTICLE I

THE BONDS

Section 1.1 Delivery of Bond.

In order to evidence and secure the Obligations of the Company and to provide the Lenders the benefit of the lien of the Indenture with respect to the Bond, the Company hereby delivers to the Agent the Bond in the aggregate principal amount of $350,000,000, maturing on June 30, 2011 and bearing interest as provided in the IP Supplemental Indenture. The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the Bond except on the Commitment Termination Date of the Company or upon redemption of the Bond. If at any time any permanent reduction of the Borrower Sublimit of the Company or the Borrower Credit Exposure of the Company shall result in the principal of the Bond being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the Bond in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the Bond to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure, all as set forth in the Bond and in the IP Supplemental Indenture.

The Bond is registered in the name of the Agent and shall be owned and held by the Agent, for the benefit of the Lenders and the other secured parties in respect of the Obligations, subject to the provisions of this Agreement and the IP Indenture, and the Company shall have no interest therein. The Agent shall be entitled to exercise all rights of a bondholder under the IP Indenture with respect to the Bond.

The Agent hereby acknowledges receipt of the Bond.

Section 1.2 Payments on the Bond.

Any payments received by the Agent on account of the principal of, or interest on, the Bond shall be deemed to be and treated in all respects as payments of the Obligations, and such payments shall be distributed by the Agent in accordance with the applicable provisions of the Credit Agreement.

2

ARTICLE II

NO TRANSFER OF BOND; SURRENDER OF BOND

Section 2.1 No Transfer of the Bond.

The Agent shall not sell, assign or otherwise transfer the Bond delivered to it under this Agreement except to a successor administrative agent under the Credit Agreement. The Company may take such actions as it shall deem necessary, desirable or appropriate to effect compliance with such restrictions on transfer, including the issuance of stop-transfer instructions to the IP Trustee or any other transfer agent thereunder.

Section 2.2 Surrender of the Bond.

The Agent shall surrender the Bond to the IP Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Obligations of the Company shall have been duly paid.

Upon any permanent reduction of the greater of the Company’s Borrower Sublimit and the Company’s Borrower Credit Exposure pursuant to the terms of the Credit Agreement, the Agent shall promptly confirm such reduction to the IP Trustee.

ARTICLE III

GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the Company and the Agent have caused this Agreement to be executed and delivered as of the date first above written.

ILLINOIS POWER COMPANY
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Agent
By:
	Name:
	Title:

[Signature Page to IP Bond Delivery Agreement – Section 4.3.8(iv)]

EXHIBIT K-1

When recorded mail to:

Craig W. Stensland

Central Illinois Light Company

One Ameren Plaza (MC 1310)

1901 Chouteau Avenue

St. Louis, Missouri 63103

Indenture

Between

Central Illinois Light Company

and

Deutsche Bank Trust Company Americas,

as successor Trustee under Indenture of Mortgage and Deed of Trust, dated as of April 1, 1933, between Illinois Power Company and Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), as Trustee, as amended and supplemented by Indenture between the same parties, dated as of June 30, 1933, and as amended, supplemented and assumed by Indenture dated as of July 1, 1933, between Central Illinois Light Company and Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), as Trustee, and as amended and supplemented by various Indentures between the same parties bearing subsequent dates.

Dated as of June 15, 2009

This instrument was prepared by Steven R. Sullivan, Senior Vice President, General Counsel and Secretary of Central Illinois Light Company, 300 Liberty Street, Peoria, Illinois 61602, (314) 554-2098.

Indenture dated as of the 15^th day of June, 2009 (hereinafter sometimes referred to as this “Supplemental Indenture”), between Central Illinois Light Company, a corporation of the State of Illinois (hereinafter sometimes referred to as the “Company”), party of the first part, and Deutsche Bank Trust Company Americas, a corporation of the State of New York, as successor Trustee (hereinafter sometimes referred to as the “Trustee”), party of the second part, under the Indenture of Mortgage and Deed of Trust between Illinois Power Company and Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), as Trustee, dated as of April 1, 1933, as amended and supplemented by Indenture between said Illinois Power Company and said Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), dated as of June 30, 1933, and as amended, supplemented and assumed by Indenture between the Company and said Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas), dated as of July 1, 1933, and as amended and supplemented by various Indentures between the Company and said Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas) bearing subsequent dates (said Indenture of Mortgage and Deed of Trust as amended, supplemented and assumed being hereinafter sometimes referred to as the “Indenture”).

WHEREAS, the Indenture provides for the issuance of bonds thereunder in one or more series, the form of which series of bonds to be substantially in the form set forth therein with such insertions, omissions and variations as the Board of Directors of the Company may determine; and

WHEREAS, the Company has entered into a 2009 Credit Agreement (as amended or otherwise modified from time to time, the “Credit Agreement”) by and among Ameren Corporation, the Company, Central Illinois Public Service Company and Illinois Power Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders, providing for the making of certain financial accommodations thereunder to the Company, and pursuant to such Credit Agreement, the Company has agreed to issue to the Agent, as evidence of and security for the Obligations (as such term is defined in the Credit Agreement) of the Company (the “Company Obligations”), a new series of bonds under the Indenture; and

WHEREAS, for such purposes, the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create a series of bonds under the Indenture to be designated as “First Mortgage Bonds, 2009 Credit Agreement Series” (hereinafter sometimes referred to as the “bonds of the 2009 Credit Agreement Series”), the bonds of which series are to be issued as registered bonds without coupons and are to bear interest as specified in the form of bond of the 2009 Credit Agreement Series set forth below and are to mature, subject to prior acceleration and redemption, on the Commitment Termination Date (as such term is defined in the Credit Agreement); and

WHEREAS, the bonds of 2009 Credit Agreement Series shall be issued to the Agent as evidence of and security for the Company Obligations under the Credit Agreement; and

WHEREAS, the definitive registered bonds without coupons of the 2009 Credit Agreement Series (certain of the provisions of which may be printed on the reverse side thereof) and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively:

[General Form of Registered Bond of the 2009 Credit Agreement Series]

No. ____

              $________

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Notwithstanding any provisions hereof or in the Indenture this Bond is not assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement hereinafter referred to.

CENTRAL ILLINOIS LIGHT COMPANY

First Mortgage Bond, 2009 Credit Agreement Series

Illinois Commerce Commission

Identification No.: Ill. C.C. [            ]

Central Illinois Light Company, a corporation of the State of Illinois (hereinafter called the “Company”), for value received, hereby promises to pay to JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders (as defined below) under the 2009 Credit Agreement by and among Ameren Corporation, the Company, Central Illinois Public Service Company and Illinois Power Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and the Agent (as amended or otherwise modified from time to time, the “Credit Agreement”), or registered assigns, the principal amount specified above or such lesser principal amount as shall be equal to the amount of the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company outstanding on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) of the Company, but not in excess of the principal amount of this bond, and to pay interest thereon at the Interest Rate (as defined below) until the principal hereof is paid or duly made available for payment on the Commitment Termination Date or in the event of redemption of this bond, until the redemption date.

Interest on this bond shall be payable on each Interest Payment Date (as defined below), commencing on the first Interest Payment Date next succeeding the date of this bond. If the Commitment Termination Date falls on a day which is not a Business Day (as defined below), principal and any interest and/or fees payable with respect to the Commitment Termination Date will be paid on the next succeeding Business Day. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Supplemental Indenture dated as of June 15, 2009, hereinafter referred to, be paid to the person in whose name this bond (or one or more predecessor bonds) is registered at the close of business on the Record Date (as defined below); provided, however, that interest payable on the Commitment Termination Date will be payable to the person to whom the principal hereof shall be payable. Should the Company default in the payment of interest (“Defaulted Interest”), the

-3-

Defaulted Interest shall be paid to the person in whose name this bond is registered on the Record Date to be established by the Trustee for payment of such Defaulted Interest. As used herein, (1) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (2) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (3) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (4) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

Both the principal of and the interest on this bond shall be payable, in immediately available funds, at the office of the Trustee hereinafter referred to.

This bond is to be issued and delivered to the Agent in order to evidence and secure the obligations of the Company under the Credit Agreement to make payments to the Lenders under the Credit Agreement and to provide the Lenders the benefit of the lien of the Indenture with respect to the 2009 Credit Agreement Series Bonds.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption hereof. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on this bond shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on this bond shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on this bond, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (1) that timely payment of principal of or interest on this bond has not been made, (2) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (3) the amount of the arrearage.

-4-

This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds of the series designated in its title, all issued and to be issued under and equally secured (except as to any sinking fund established in accordance with the provisions of the Mortgage (defined below) for the bonds of any particular series) by an Indenture of Mortgage and Deed of Trust dated as of April 1, 1933, executed by Illinois Power Company to Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas) or its successor (hereinafter sometimes referred to as the “Trustee”) as Trustee, as amended by Indenture dated as of June 30, 1933, as assumed by the Company and as amended and supplemented by Indentures between the Company and the Trustee bearing subsequent dates, including the Indenture dated as of June 15, 2009 (all of which indentures are herein collectively called the “Mortgage”), to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and the terms and conditions upon which the bonds are secured.

As more fully described in the Indenture, the rights and obligations of the Company and the rights of the bondholders may be modified with the consent of the holders of not less than 60% in principal amount of the bonds adversely affected; provided, however, that no modification shall (1) extend the time, or reduce the amount, of any payment on any bond, without the consent of the holder of each bond so affected, (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Mortgage, without the consent of the holders of all bonds then outstanding, or (3) reduce the above percentage of the principal amount of bonds the holders of which are required to approve any such modification without the consent of the holders of all bonds then outstanding.

The principal hereof may be declared or may become due on the conditions, with the effect, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.

This bond is not redeemable except upon written demand of the Agent following the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations under the Credit Agreement.

In the manner and upon payment of the charges prescribed in the Mortgage, registered bonds without coupons of this series may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations of the same series, upon presentation and surrender thereof, for cancellation, to the Trustee at its principal office in the Borough of Manhattan, The City of New York, New York.

This bond shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. Subject to the restriction on transfer of this bond hereinbefore set forth, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, upon surrender and

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cancellation of this bond, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange therefor as provided in the Mortgage, and upon payment, if the Company shall require it, of the charges therein prescribed; provided, that the Company shall not be required to exchange any bonds of this series for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds.

The Agent shall surrender this bond to the Trustee when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.

IN WITNESS WHEREOF, Central Illinois Light Company has caused this bond to be signed in its name by its President or a Vice President by a facsimile of his signature and a facsimile of its corporate seal to be printed hereon, attested by its Secretary or an Assistant Secretary by a facsimile of his signature.

Dated:
[Seal]	Central Illinois Light Company
	By
		[President]

Attest:

[Secretary]

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[Form of Trustee’s Certificate]

This bond is one of the bonds of the series designated therein, described in the within-mentioned Mortgage.

Deutsche Bank Trust Company Americas, as Trustee
By	Deutsche Bank National Trust Company
By
	Authorized Officer

and

WHEREAS, all things necessary to make the bonds of the 2009 Credit Agreement Series, when authenticated by the Trustee and issued as in the Indenture provided, the valid, binding and legal obligations of the Company, entitled in all respects to the security of the Indenture, have been done and performed, and the creation, execution and delivery of this Supplemental Indenture have in all respects been duly authorized; and

WHEREAS, the Company and the Trustee deem it advisable to enter into this Supplemental Indenture for the purpose of describing the bonds of the 2009 Credit Agreement Series, and of providing the terms and conditions of redemption thereof;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Central Illinois Light Company, in consideration of the premises and of one dollar to it duly paid by the Trustee at or before the unsealing and delivery of these presents, the receipt whereof is hereby acknowledged, and of the purchase and acceptance of the bonds issued or to be issued hereunder by the holders or registered owners thereof, and in order to secure the payment both of the principal and interest of all bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance of all of the provisions of the Indenture and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, pledged, set over and confirmed and by these presents doth grant, bargain, sell, release, convey, assign, transfer, pledge, set over and confirm unto Deutsche Bank Trust Company Americas, as Trustee, and to its successor or successors in said trust, and to it and their assigns forever, all the properties of the Company located in the State of Illinois described on page 11 under the heading “Detailed Description of Additional Properties,” which is made a part hereof.

And all other real, personal and mixed, tangible and intangible of the character described in the granting clauses of the aforesaid Indenture of Mortgage and Deed of Trust dated as of April 1, 1933 or in any indenture supplemental thereto acquired by the Company on or after the date of the execution and delivery of said Indenture of Mortgage and Deed of Trust (except any in said Indenture of Mortgage and Deed of Trust or in any indenture supplemental thereto expressly excepted) now owned or hereafter acquired by the Company and wheresoever situated.

Together with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Article XI of the Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

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To Have and to Hold all such properties, real, personal and mixed, mortgaged, pledged or conveyed by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever.

In Trust, Nevertheless, upon the terms and trusts of the Indenture, for those who shall hold the bonds and coupons issued and to be issued thereunder, or any of them, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason of priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions in reference to extended, transferred or pledged coupons and claims for interest set forth in the Indenture (and subject to any sinking funds that may be created for the benefit of any particular series).

Provided, However, and these presents are upon the condition that, if the Company, its successors or assigns, shall pay or cause to be paid, the principal of and interest on said bonds, at the times and in the manner stipulated therein and herein, and shall keep, perform and observe all and singular the covenants and promises in said bonds and in the Indenture expressed to be kept, performed and observed by or on the part of the Company, then this Supplemental Indenture and the estate and rights hereby granted shall cease, determine and be void, otherwise to be and remain in full force and effect.

It Is Hereby Covenanted, Declared and Agreed by the Company that all such bonds and coupons, if any, are to be issued, authenticated and delivered, and that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts in the Indenture set forth, and the Company, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successor or successors in such trust, for the benefit of those who shall hold said bonds and interest coupons, or any of them, as follows:

Section 1. The bonds of the 2009 Credit Agreement Series shall mature, subject to prior acceleration and redemption, on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) of the Company, shall bear interest from their date as set forth in the form of bond hereinbefore set forth, and shall be designated as the Company’s First Mortgage Bonds of the series hereinbefore set forth. Both principal of and interest on the bonds shall be payable in lawful money of the United States of America at the office of the Trustee hereinafter mentioned. Each bond of 2009 Credit Agreement Series shall be dated as of the Interest Payment Date (as defined below) thereof to which interest was paid next preceding the date of issue, unless (a) issued on an Interest Payment Date thereof to which interest was paid, in which event it shall be dated as of such issue date, or (b) issued prior to the occurrence of the first Interest Payment Date thereof to which interest was paid, in which event it shall be dated the date of original issuance.

Definitive bonds of the 2009 Credit Agreement Series will be issued, originally or otherwise, only as registered bonds without coupons in the name of the Agent as evidence of and security for the Company Obligations under the Credit Agreement; and they and the Trustee’s certificate of authentication shall be substantially in the forms hereinbefore recited, respectively.

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The bonds of the 2009 Credit Agreement Series shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. Subject to the restriction on transfer of the bonds of the 2009 Credit Agreement Series hereinbefore set forth, and in the manner and upon payment of the charges prescribed in the Indenture, registered bonds without coupons of the 2009 Credit Agreement Series may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations of the same series, upon presentation and surrender thereof for cancellation, to the Trustee at its principal office in the Borough of Manhattan, The City of New York, New York; provided, that the Company shall not be required to exchange any bonds of the 2009 Credit Agreement Series for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds. However, notwithstanding the provisions of Section 14 of the Indenture, no charge shall be made upon any transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company.

Except as set forth herein, the bonds of the 2009 Credit Agreement Series are not redeemable. Upon the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, the bonds of the 2009 Credit Agreement Series shall be redeemable in whole upon receipt by the Trustee of a written demand from the Agent stating that there has occurred under the Credit Agreement both a Default by the Company and a declaration of acceleration of the Company Obligations and demanding redemption of the bonds of 2009 Credit Agreement Series (including a description of the amount of principal, interest, fees cash collateralization obligations and other amounts which comprise such Company Obligations). The Company waives any right it may have to prior notice of such redemption under the Indenture and any other notice required under the Indenture, including notice to be given by the Company, shall be deemed satisfied by the notice given by the Agent as aforesaid. Upon surrender of the bonds of the 2009 Credit Agreement Series by the Agent to the Trustee, the bonds of 2009 Credit Agreement Series shall be redeemed at a redemption price equal to the aggregate amount of the Company Obligations.

Section 2. The principal amount of bonds of the 2009 Credit Agreement Series outstanding from time to time shall always be equal to $150,000,000 or such lesser principal amount as shall be equal to the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company on the Commitment Termination Date, but not in excess of $150,000,000.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption as provided in this Supplemental Indenture. If at any time any permanent reduction of the Borrower Sublimit of the Company or the Borrower Credit Exposure of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

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The obligation of the Company to make payments with respect to the interest on the bonds of 2009 Credit Agreement Series shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on the bonds of 2009 Credit Agreement Series shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on the bonds of 2009 Credit Agreement Series, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (a) that timely payment of principal of or interest on the bonds of 2009 Credit Agreement Series has not been made, (b) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (c) the amount of the arrearage.

As used herein, (A) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (B) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (C) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (D) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

At any time that a bond of the 2009 Credit Agreement Series is surrendered to the Trustee other than in connection with the redemption thereof, in connection with the Trustee’s enforcement of rights after a completed default under the Mortgage or in connection with the exchange of that bond as provided in Section 1 hereof, such bond shall be cancelled by the Trustee and shall be treated for all intents and purposes as if it has never been issued. In the event that only a portion of a bond of the 2009 Credit Agreement Series is so surrendered, the Trustee shall deliver without charge to the Agent a new bond of the 2009 Credit Agreement Series in an aggregate principal amount equal to the difference between the principal amount of the portion of the bond of the 2009 Credit Agreement Series so surrendered and the principal amount of such bond prior to such surrender.

As provided in Section 8.4 of the Credit Agreement, the Agent shall surrender the bonds of 2009 Credit Agreement Series to the Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

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Section 3. As supplemented and amended by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and this Supplemental Indenture and all the terms and conditions herein contained shall be deemed a part thereof.

Section 4. Except as herein otherwise expressly provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture, other than as set forth in the Indenture as heretofore amended and supplemented. The Trustee shall not be responsible for the recitals herein or in the bonds (other than in the authentication certificate of the Trustee), all of which are made by the Company solely.

Section 5. This Supplemental Indenture may be executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

Section 6. The Company acknowledges and intends that all advances made to it by the Lenders under the Credit Agreement, including future advances whenever hereafter made, shall be a lien from the time this Supplemental Indenture is recorded, as provided in Section 15-1302(b)(1) of the Illinois Mortgage Foreclosure Law (the “Act”), 735 ILCS 15-1101, et seq. The amount of the bonds of the 2009 Credit Agreement Series which comprises the principal amount then-outstanding of the Obligations under the Credit Agreement constitutes revolving credit indebtedness secured by a mortgage on real property, pursuant to the terms and conditions of 205 ILCS 5/5d from the date of this Supplemental Indenture.

Section 7. The Company shall provide the Trustee with copies of the Credit Agreement and any amendments thereto as soon as practicable after such Credit Agreement or amendment is entered into and the Trustee in performing its duties hereunder shall be entitled to rely on the latest copy of the Credit Agreement and any amendments thereto received from the Company. To the extent not identified in the Credit Agreement or amendment, as provided in the preceding sentence, the Company will inform the Trustee of any change in the identity of the Agent and the Trustee shall be entitled to conclusively rely on the notice or instructions received from the Agent pursuant to the Credit Agreement or amendment.

Detailed Description of Additional Properties

A PART OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP TWENTY SEVEN NORTH, RANGE THREE WEST OF THE THIRD PRINCIPAL MERIDIAN MORE PARTICULARY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 26: THENCE SOUTH 90-00’00” WEST (BEARING ASSUMED FOR THE PURPOSE OF DESCRIPTION ONLY) ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 26, 300.00 FEET; THENCE NORTH 00-32’-22” EAST, 300.00 FEET; THENCE NORTH 90-00’-00” EAST, 300.00 FEET TO THE EAST LINE OF THE WEST HALF OF THE SOUTHEAST QUARTER

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OF SAID SECTION 26; THENCE SOUTH 00-32’-22” WEST ALONG SAID EAST LINE, 300.00 FEET; TO THE POINT OF BEGINNING, SAID TRACT CONTAINING 2.066 ACRES, MORE OR LESS, SUBJECT TO THAT PORTION USED AS A PUBLIC ROAD RIGHT OF WAY, ALONG THE SOUTH SIDE OF SAID TRACT, SITUATE LYING, AND BEING IN THE COUNTY OF WOODFORD AND STATE OF ILLINOIS.

Part P.I.N. # 08-26-400-006

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IN WITNESS WHEREOF, Central Illinois Light Company, party of the first part hereto, and Deutsche Bank Trust Company Americas, party of the second part hereto, have caused these presents to be executed in their respective names by their respective Presidents or one of their Vice Presidents or one of their Assistant Vice Presidents and their respective seals to be hereunto affixed and attested by their respective Secretaries or one of their Assistant Secretaries or one of their Associates, all as of the day and year first above written.

Central Illinois Light Company
By
Name:	Jerre E. Birdsong
Title:	Vice President and Treasurer

[Seal]

Attest:

Name: Craig W. Stensland

Title: Assistant Secretary

Deutsche Bank Trust Company Americas, as Trustee By Deutsche Bank National Trust Company
By
Name:	Irina Golovashchuk
Title:	Assistant Vice President
By
Name:	Rodney Gaughan
Title:	Assistant Vice President

[Seal]

Attest:

Name: Yana Kalachikova

Title: Assistant Vice President

State of Missouri	)
	)  SS
City of St. Louis	)

I, Carla J. Finn, a Notary Public, do hereby certify that Jerre E. Birdsong, Vice President and Treasurer of Central Illinois Light Company, a corporation organized and existing under the laws of the State of Illinois, and Craig W. Stensland, Assistant Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal this [        ] day of June, 2009, in the City and State aforesaid.

Notary Public

(Notarial Seal)

Commission # 06399906

My Commission expires 4/20/2010

State of New Jersey	)
	)  SS
County of Union	)

I, Tracy Mantone, a Notary Public in and for Union County in the State aforesaid, do hereby certify that:

Irina Golovashcuk, an Assistant Vice President of Deutsche Bank National Trust Company, signing on behalf of Deutsche Bank Trust Company America, and Rodney Gaughan, an Assistant Vice President of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal this [        ] day of June, 2009.

Notary Public

(Notarial Seal)

My Commission expires 2012

EXHIBIT K-2

When recorded mail to:

James A. Tisckos

Central Illinois Public Service Company

607 East Adams Street

Springfield, Illinois 62739

Executed in 85 Counterparts, No.         .

Supplemental Indenture

dated as of June 15, 2009

Central Illinois Public Service Company

to

U.S. Bank National Association

and Richard Prokosch,

as trustees

(Supplemental to the Indenture of Mortgage or Deed of Trust

dated October 1, 1941, executed by Central Illinois Public Service Company

to Continental Illinois National Bank and Trust Company of Chicago

and Edmond B. Stofft, as trustees)

(Providing for First Mortgage Bonds, 2009 Credit Agreement Series)

This instrument was prepared by Steven R. Sullivan, Senior Vice President, General Counsel and Secretary of Central Illinois Public Service Company, c/o Ameren Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

This Supplemental Indenture, dated as of June 15, 2009, made and entered into by and between CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter commonly referred to as the “Company”), and U.S. BANK NATIONAL ASSOCIATION (formerly U.S. Bank Trust National Association, formerly First Trust National Association, formerly First Trust of Illinois, National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, formerly Continental Bank, National Association and formerly Continental Illinois National Bank and Trust Company of Chicago), a national banking association having its office or place of business in the City of Chicago, Cook County, State of Illinois (hereinafter commonly referred to as the “Trustee”), and Richard Prokosch (successor Co-Trustee), of the City of Oakdale, Washington County, State of Minnesota, as Trustees under the Indenture of Mortgage or Deed of Trust dated October 1, 1941, heretofore executed and delivered by the Company to Continental Illinois National Bank and Trust Company of Chicago and Edmond B. Stofft, as Trustees, as amended by the Supplemental Indentures dated, respectively, September 1, 1947, January 1, 1949, February 1, 1952, September 1, 1952, June 1, 1954, February 1, 1958, January 1, 1959, May 1, 1963, May 1, 1964, June 1, 1965, May 1, 1967, April 1, 1970, April 1, 1971, September 1, 1971, May 1, 1972, December 1, 1973, March 1, 1974, April 1, 1975, October 1, 1976, November 1, 1976, October 1, 1978, August 1, 1979, February 1, 1980, February 1, 1986, May 15, 1992, July 1, 1992, September 15, 1992, April 1, 1993, June 1, 1995, March 15, 1997, June 1, 1997, December 1, 1998, June 1, 2001, October 1, 2004, June 1, 2006, August 1, 2006 and March 1, 2007 heretofore executed and delivered by the Company to the Trustees under said Indenture of Mortgage or Deed of Trust dated October 1, 1941; said Indenture of Mortgage or Deed of Trust dated October 1, 1941, as amended by said Supplemental Indentures, being hereinafter sometimes referred to as the “Indenture”; and said U.S. Bank National Association and Richard Prokosch (successor Co-Trustee) as such Trustees, being hereinafter sometimes referred to as the “Trustees” or the “Trustees under the Indenture”;

WITNESSETH:

WHEREAS, the Company has entered into a 2009 Credit Agreement (as amended or otherwise modified from time to time, the “Credit Agreement”) by and among Ameren Corporation, the Company, Central Illinois Light Company and Illinois Power Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders, providing for the making of certain financial accommodations thereunder to the Company, and pursuant to such Credit Agreement, the Company has agreed to issue to the Agent, as evidence of and security for the Obligations (as such term is defined in the Credit Agreement) of the Company (the “Company Obligations”), a new series of bonds under the Indenture; and

WHEREAS, for such purposes, the Company has determined, by resolutions duly adopted by its Board of Directors, to issue bonds of an additional series under and to be secured by the Indenture, as hereby amended, to be known and designated as First Mortgage Bonds, 2009 Credit Agreement Series (hereinafter sometimes referred to as the “bonds of 2009 Credit Agreement Series” or the “bonds of said Series”), and the bonds of said Series shall be authorized, authenticated and issued only as registered bonds without coupons, and to execute and deliver this supplemental indenture, pursuant to the provisions of Article I, as amended,

2

Section 6 of Article II and Article XVI of the Indenture, for the purpose of (1) creating and authorizing not to exceed $135,000,000 aggregate principal amount of bonds of 2009 Credit Agreement Series and setting forth the form, terms, provisions and characteristics thereof, and (2) modifying or amending certain provisions of the Indenture in the particulars and to the extent hereinafter specifically provided; and

WHEREAS, the bonds of 2009 Credit Agreement Series shall be issued to the Agent as evidence of and security for the Company Obligations under the Credit Agreement; and

WHEREAS, the execution and delivery by the Company of this supplemental indenture have been duly authorized by the Board of Directors of the Company; and the Company has requested, and hereby requests, the Trustees to enter into and join with the Company in the execution and delivery of this supplemental indenture; and

WHEREAS, the bonds of 2009 Credit Agreement Series are to be authorized, authenticated and issued only in the form of registered bonds without coupons, and the bonds of 2009 Credit Agreement Series and the certificate of the Trustee thereon shall be substantially in the following form, to wit:

[FORM OF BOND]

No. _______ $ __________

Illinois Commerce Commission

Identification No.: Ill. C.C. No. ____

Notwithstanding any provisions hereof or in the Indenture

this Bond is not assignable or transferable except to a successor Agent appointed in accordance

with the Credit Agreement hereinafter referred to.

Central Illinois Public Service Company

First Mortgage Bond, 2009 Credit Agreement Series

REGISTERED OWNER: JPMorgan Chase Bank, N.A.,

PRINCIPAL AMOUNT                                                                       DOLLARS

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, an Illinois corporation (hereinafter referred to as the “Company”), for value received, hereby promises to pay to the Registered Owner specified above, as administrative agent (in such capacity, the “Agent”) for the Lenders (as defined below) under the 2009 Credit Agreement by and among Ameren Corporation, the Company, Central Illinois Light Company and Illinois Power Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (as amended or otherwise modified from time to time, the “Credit Agreement”), or registered assigns, the Principal Amount specified above or such lesser principal amount as shall be equal to the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company outstanding on the Commitment Termination Date (having at any time the meaning such term

3

has at such time under the Credit Agreement) of the Company, but not in excess of the Principal Amount of this bond, and to pay interest thereon at the Interest Rate (as defined below) until the principal hereof is paid or duly made available for payment on the Commitment Termination Date or in the event of redemption of this bond, until the redemption date.

Interest on this bond shall be payable on each Interest Payment Date (as defined below), commencing on the first Interest Payment Date next succeeding the date of this bond. If the Commitment Termination Date falls on a day which is not a Business Day, as defined below, principal and any interest and/or fees payable with respect to the Commitment Termination Date will be paid on the next succeeding Business Day. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Supplemental Indenture dated as of June 15, 2009, hereinafter referred to, be paid to the person in whose name this bond (or one or more predecessor bonds) is registered at the close of business on the Record Date (as defined below); provided, however, that interest payable on the Commitment Termination Date will be payable to the person to whom the principal hereof shall be payable. Should the Company default in the payment of interest (“Defaulted Interest”), the Defaulted Interest shall be paid to the person in whose name this bond is registered on the Record Date to be established by the Trustee for payment of such Defaulted Interest. As used herein, (i) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (ii) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (iii) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (iv) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

Both the principal of and the interest on this bond shall be payable in immediately available funds at the office or agency of the Trustee, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

This bond is one of the bonds issued and to be issued from time to time under and in accordance with and all secured by the indenture of mortgage or deed of trust dated October 1, 1941, executed and delivered by the Company to U.S. Bank National Association (formerly U.S. Bank Trust National Association, formerly First Trust National Association, formerly First Trust of Illinois, National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, formerly Continental Bank, National Association and formerly Continental Illinois National Bank and Trust Company of Chicago and hereinafter referred to as the “Trustee”) and Edmond B. Stofft, as Trustees, and the various indentures supplemental thereto, including the Supplemental Indenture pursuant to which $135,000,000 in aggregate principal amount of the First Mortgage Bonds, 2009 Credit Agreement Series (the “2009 Credit Agreement Series Bonds”) are authorized, each executed and delivered by the Company to the Trustees under said indenture of mortgage or deed of trust dated October 1, 1941, prior to the authentication of this bond (said indenture of mortgage or deed of trust and said supplemental indentures being hereinafter referred to, collectively, as the “Indenture”); and said U.S. Bank National Association and Richard Prokosch, of the City of Oakdale, Washington County, State of Minnesota (successor Co-Trustee), being now the Trustees under the Indenture. Reference to

4

the Indenture and to all supplemental indentures, if any, hereafter executed pursuant to the Indenture is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights of the holders and Registered Owners of said bonds and of the Trustees and of the Company in respect of such security. By the terms of the Indenture the bonds to be secured thereby are issuable in series, which may vary as to date, amount, date of maturity, rate of interest, redemption provisions, medium of payment and in other respects as in the Indenture provided.

The 2009 Credit Agreement Series Bonds are to be issued and delivered to the Agent in order to evidence and secure the obligations of the Company under the Credit Agreement to make payments to the Lenders under the Credit Agreement and to provide the Lenders the benefit of the lien of the Indenture with respect to the 2009 Credit Agreement Series Bonds.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption hereof. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on the 2009 Credit Agreement Series Bonds shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on the 2009 Credit Agreement Series Bonds shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on the 2009 Credit Agreement Series Bonds, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (i) that timely payment of principal of or interest on the 2009 Credit Agreement Series Bonds has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (iii) the amount of the arrearage.

5

This bond is not redeemable except upon written demand of the Agent following the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, as provided under the Credit Agreement.

In case of certain events of default specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture. No recourse shall be had for the payment of the principal of or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture or any indenture supplemental thereto, to or against any incorporator, stockholder, officer or director, past, present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company, or such predecessor or successor corporation, under any constitution or statute or rule of law, or by the enforcement of any assessment, penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by the Registered Owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

This bond shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. This bond is exchangeable by the Registered Owner hereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, upon the surrender and cancellation of this bond and the payment of any stamp tax or other governmental charge, and upon any such exchange a new registered bond or bonds without coupons, of the same series and maturity and for the same aggregate principal amount, will be issued in exchange heretofore; provided, that the Company shall not be required to exchange any bonds of 2009 Credit Agreement Series for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds.

The Agent shall surrender this bond to the Trustee when each of the Borrower Sublimit and the Borrower Credit Exposure have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

This bond shall not be valid or become obligatory for any purpose unless and until it shall have been authenticated by the execution by the Trustee or its successor in trust under the Indenture of the Trustee’s Certificate endorsed hereon.

6

IN WITNESS WHEREOF, Central Illinois Public Service Company has caused this bond to be executed in its name by the manual or facsimile signature of its President or one of its Vice-Presidents, and its corporate seal or a facsimile thereof to be affixed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By
	President

Attest:
By
	Secretary

This bond is one of the bonds of the series designated therein, described in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By
	Authorized Officer

[END OF FORM OF BOND]

NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) duly paid by the Trustees to the Company, and of other good and valuable considerations, the receipt whereof is hereby acknowledged, and for the purpose of further securing the due and punctual payment of the principal of and interest on all bonds which have been heretofore or shall be hereafter issued under the Indenture and indentures supplemental thereto and which shall be at any time outstanding thereunder and secured thereby and $135,000,000 aggregate principal amount of the bonds of 2009 Credit Agreement Series, and for the purpose of securing the faithful performance and observance of all the covenants and conditions set forth in the Indenture and/or in any indenture supplemental thereto, the Company has given, granted, bargained, sold, transferred, assigned, pledged, mortgaged, warranted the title to and conveyed, and by these presents does give, grant, bargain, sell, transfer, assign, pledge, mortgage, warrant the title to and convey unto U.S. Bank National Association and Richard Prokosch, of the City of Oakdale, Washington County, State of Minnesota (successor Co-Trustee), as Trustees under the Indenture as therein provided, and their successors in the trusts thereby created, and to their assigns, all the right, title and interest of the Company in and to any and all premises, plants, property, leases

7

and leaseholds, franchises, permits, rights and powers, of every kind and description, real and personal, which have been acquired by the Company through construction, purchase, consolidation or merger, or otherwise, subsequent to January 1, 2006, and which are owned by the Company at the date of the execution hereof, together with the rents, issues, products and profits therefrom, excepting, however, and there is hereby expressly reserved and excluded from the lien and effect of the Indenture and of this supplemental indenture, all right, title and interest of the Company, now owned, in and to (a) all cash, bonds, shares of stock, obligations and other securities not deposited with the Trustee or Trustees under the Indenture, and (b) all accounts and bills receivable, judgments (other than for the recovery of real property or establishing a lien or charge thereon or right therein) and chooses in action not specifically assigned to and pledged with the Trustee or Trustees under the Indenture, and (c) all personal property acquired or manufactured by the Company for sale, lease, rental or consumption in the ordinary course of business, and (d) the last day of each of the demised terms created by any lease of property leased to the Company and under each and every renewal of any such lease, the last day of each and every such demised term being hereby expressly reserved to and by the Company, and (e) all gas, oil and other minerals now or hereafter existing upon, within or under any real estate of the Company subject to, or hereby subjected to, the lien of the Indenture.

And upon the considerations and for the purposes aforesaid, and in order to provide, pursuant to the terms of the Indenture, for the issuance under the Indenture, as hereby amended, of bonds of 2009 Credit Agreement Series and to fix the terms, provisions and characteristics of the bonds of 2009 Credit Agreement Series, and to modify or amend the Indenture in the particulars and to the extent hereinafter in this supplemental indenture specifically provided, the Company hereby covenants and agrees with the Trustees as follows:

A series of bonds issuable under the Indenture, as hereby amended, to be known and designated as “First Mortgage Bonds, 2009 Credit Agreement Series” and which shall be executed, authenticated and issued only in the form of registered bonds without coupons, is hereby created and authorized. The bonds of 2009 Credit Agreement Series and the Trustee’s Certificate to be endorsed thereon shall be substantially in the form thereof hereinbefore recited (the “Bond Form”). Each bond of 2009 Credit Agreement Series is to be issued and registered in the name of the Agent under the Credit Agreement to evidence and secure any and all Obligations (as such term is defined in the Credit Agreement) of the Company (the “Company Obligations”) under the Credit Agreement. Each bond of 2009 Credit Agreement Series shall be dated as of the Interest Payment Date (as defined below) thereof to which interest was paid next preceding the date of issue, unless (a) issued on an Interest Payment Date thereof to which interest was paid, in which event it shall be dated as of such issue date, or (b) issued prior to the occurrence of the first Interest Payment Date thereof to which interest was paid, in which event it shall be dated the date of original issuance.

The bonds of 2009 Credit Agreement Series shall be issued in the aggregate principal amount of $135,000,000 and shall mature on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) of the Company. The principal amount of bonds of 2009 Credit Agreement Series outstanding from time to time shall always be equal to $135,000,000 or such less principal amount as shall be equal to the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company on the Commitment Termination Date, but not in excess of $135,000,000

8

The bonds of 2009 Credit Agreement Series shall bear interest from their date as set forth in the Bond Form. Interest on the bonds of 2009 Credit Agreement Series shall be payable on each Interest Payment Date (as defined below), commencing on the first Interest Payment Date next succeeding the date of the bonds of 2009 Credit Agreement Series. If the Commitment Termination Date falls on a day which is not a Business Day, as defined below, principal and any interest and/or fees payable by the Company with respect to the Commitment Termination Date will be paid on the next succeeding Business Day.

Both the principal of and the interest on the bonds of 2009 Credit Agreement Series shall be payable at the times and in the manner set forth in the form of bond set out herein and in immediately available funds at the office or agency of the Trustee, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

Anything contained in Section 14 of Article I of the Indenture, or elsewhere in the Indenture, to the contrary notwithstanding, only the person in whose name bonds of 2009 Credit Agreement Series are registered (the “Registered Owner”) at the close of business on the Record Date (as defined below) with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such bonds upon any transfer or exchange subsequent to the Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names outstanding bonds of 2009 Credit Agreement Series are registered on the Record Date to be established by the Trustee for payment of such defaulted interest.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption as provided in this Supplemental Indenture. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on the bonds of 2009 Credit Agreement Series shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on

9

the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on the bonds of 2009 Credit Agreement Series shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on the bonds of 2009 Credit Agreement Series, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (a) that timely payment of principal of or interest on the bonds of 2009 Credit Agreement Series has not been made, (b) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (c) the amount of the arrearage.

As used herein, (a) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (b) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (c) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (d) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

Except as set forth herein, the bonds of 2009 Credit Agreement Series are not redeemable. Upon the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, the bonds of 2009 Credit Agreement Series shall be redeemable in whole upon receipt by the Trustee of a written demand from the Agent stating that there has occurred under the Credit Agreement both a Default by the Company and a declaration of acceleration of the Company Obligations and demanding redemption of the bonds of 2009 Credit Agreement Series (including a description of the amount of principal, interest, fees, cash collateralization obligations and other amounts which comprise such Company Obligations). The Company waives any right it may have to prior notice of such redemption under the Indenture and any other notice required under the Indenture, including notice to be given by the Company, shall be deemed satisfied by the notice given by the Agent as aforesaid. Upon surrender of the bonds of 2009 Credit Agreement Series by the Agent to the Trustee, the bonds of 2009 Credit Agreement Series shall be redeemed at a redemption price equal to the aggregate amount of the Company Obligations.

The bonds of 2009 Credit Agreement Series shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. The bonds of 2009 Credit Agreement Series are exchangeable by the Registered Owner thereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, upon the surrender and cancellation of said bonds and the payment of any stamp tax or other governmental charge, and upon any such exchange a new registered bond or bonds without coupons, of the same series and maturity and for the same aggregate principal amount, will be issued in exchange theretofore; provided, that the Company shall not be required to exchange any bonds of 2009 Credit Agreement Series for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds.

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The bonds of 2009 Credit Agreement Series shall, from time to time, be executed on behalf of the Company and sealed with the corporate seal of the Company, all in the manner provided or permitted by Section 6 of Article I of the Indenture, as follows:

bonds of 2009 Credit Agreement Series executed on behalf of the Company by its President or a Vice-President and/or by its Secretary or an Assistant Secretary may be so executed by the facsimile signature of such President or Vice-President and/or of such Secretary or Assistant Secretary, as the case may be, of the Company, or of any person or persons who shall have been such officer or officers, as the case may be, of the Company on or subsequent to the date of this supplemental indenture, notwithstanding that he or they may have ceased to be such officer or officers of the Company at the time of the actual execution, authentication, issue or delivery of any of such bonds, and any such facsimile signature or signatures of any such officer or officers on any such bonds shall constitute execution of such bonds on behalf of the Company by such officer or officers of the Company for the purposes of the Indenture, as hereby amended, and shall be valid and effective for all purposes, provided that all bonds shall always be executed on behalf of the Company by the signature, manual or facsimile, of its President or a Vice-President and of its Secretary or an Assistant Secretary, and provided, further, that none of such bonds shall be executed on behalf of the Company by the same officer or person acting in more than one capacity; and

such corporate seal of the Company may be a facsimile, and any bonds of 2009 Credit Agreement Series on which such facsimile seal shall be affixed, impressed, imprinted or reproduced shall be deemed to be sealed with the corporate seal of the Company for the purposes of the Indenture, as hereby amended, and such facsimile seal shall be valid and effective for all purposes.

As provided in Section 8.4 of the Credit Agreement, the Agent shall surrender the bonds of 2009 Credit Agreement Series to the Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

Sections 10 and 16 of Article III of the Indenture are, and each of them is, hereby amended by striking out the words “Series 1997-2, Senior Notes Series AA-1, Senior Notes Series AA-2, Senior Notes Series BB, Environmental Improvement Series 2004, Senior Notes Series CC, 2006 Credit Agreement Series and 2007 Credit Agreement Series” wherever the same occur in each of said sections, and by inserting, in lieu thereof, the words “Series 1997-2, Senior Notes Series AA-2, Senior Notes Series BB, Senior Notes Series CCs and 2009 Credit Agreement Series” and the Company hereby covenants and agrees to observe and comply with the provisions of said sections as hereby amended.

11

The provisions of this supplemental indenture shall become and be effective from and after the execution hereof, and the Indenture, as hereby amended, shall remain in full force and effect.

Each reference in the Indenture, or in this supplemental indenture, to any article, section, term or provision of the Indenture shall mean and be deemed to refer to such article, section, term or provision of the Indenture, as hereby amended, except where the context otherwise indicates.

All the covenants, provisions, stipulations and agreements in this supplemental indenture contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and of the holders and Registered Owners from time to time of the bonds of 2009 Credit Agreement Series and of the coupons issued and outstanding from time to time under and secured by the Indenture, as hereby amended, and the Agent, for the benefit of the Lenders under the Credit Agreement.

This supplemental indenture has been executed in a number of identical counterparts, each of which so executed shall be deemed to be an original.

12

At the time of the execution of this supplemental indenture, the aggregate principal amount of all indebtedness of the Company outstanding, or to be presently outstanding, under and secured by the Indenture, as hereby amended and supplemented, is $446,500,000, evidenced by First Mortgage Bonds of the series listed below, issued by the Company under said Indenture and now outstanding or to be presently issued by it under said Indenture, as follows:

Series	Interest Rate (%)		Maturity Date	Principal Amount ($)
1997-2	7.61		June 1, 2017	40,000,000
Senior Notes AA-2	6.125	%	December 15, 2028	60,000,000
Senior Notes BB	6.625	%	June 15, 2011	150,000,000
Senior Notes CC	6.70	%	June 15, 2036	61,500,000
2009 Credit Agreement	*		*	135,000,000
			Total	446,500,000

* As determined in accordance with the Credit Agreement.

The Company acknowledges and intends that all advances made to it by the Lenders under the Credit Agreement, including future advances whenever hereafter made, shall be a lien from the time this Supplemental Indenture is recorded, as provided in Section 15-1302(b)(1) of the Illinois Mortgage Foreclosure Law (the “Act”), 735 ILCS 15-1101, et seq. The amount of the bonds of the 2009 Credit Agreement Series which comprises the principal amount then outstanding of the Obligations under the Credit Agreement constitutes revolving credit indebtedness secured by a mortgage on real property, pursuant to the terms and conditions of 205 ILCS 5/5d from the date of this Supplemental Indenture.

13

In WITNESS WHEREOF, said Central Illinois Public Service Company has caused this instrument to be executed in its corporate name by its President or a Vice President and its corporate seal or a facsimile thereof to be hereunto affixed and to be attested by its Secretary or an Assistant Secretary, and said U.S. Bank National Association, for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has caused this instrument to be executed in its corporate name by one of its Vice Presidents and to be attested by one of its Assistant Vice Presidents, and said Richard Prokosch, for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has signed this instrument; all as of the day and year first above written.

Central Illinois Public Service Company
By
Name:	Jerre E. Birdsong
Title:	Vice President and Treasurer

(Corporate Seal) Attest:
By:
Name:	G. L. Waters
Title:	Assistant Secretary

U.S. Bank National Association
By:
Name:	Richard Prokosch
Title:	Vice President

Attest:
By:
Name:	Darlene Garsteig
Title:	Assistant Vice President

By:
	Richard Prokosch

State of Missouri	)
	)  SS
City of St. Louis	)

I, Debby Anzalone, a Notary Public, do hereby certify that Jerre E. Birdsong, Vice President and Treasurer of Central Illinois Public Service Company, a corporation organized and existing under the laws of the State of Illinois, and G. L. Waters, Assistant Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal this ___ day of June, 2009, in the City and State aforesaid.

Debby Anzalone

Notary Public    

(Notarial Seal)

My commission expires May 4, 2010

State of Minnesota	)
	)  SS
County of Ramsey	)

I, Denise R. Landeen, a Notary Public in and for Ramsey County in the State aforesaid, do hereby certify that:

(a) Richard Prokosch, a Vice President of U.S. Bank National Association, a national banking association, and Darlene Garsteig, an Assistant Vice President of said association, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said association, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said association, for the uses and purposes therein set forth; and

(b) Richard Prokosch, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and official seal this ___ day of June, 2009.

Denise R. Landeen

Notary Public        

(Notarial Seal)

My Commission expires January 31, 2012

EXHIBIT K-3

WHEN RECORDED MAIL TO:

Illinois Power Company

Craig W. Stensland

One Ameren Plaza (MC 1310)

1901 Chouteau Avenue

St. Louis, Missouri 63103

ILLINOIS POWER COMPANY

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

formerly

BNY Midwest Trust Company, As Successor Trustee To Harris Trust And Savings Bank

SUPPLEMENTAL INDENTURE

DATED AS OF JUNE 15, 2009

TO

GENERAL MORTGAGE INDENTURE AND DEED OF TRUST

DATED AS OF NOVEMBER 1, 1992

This instrument was prepared by Steven R. Sullivan, Senior Vice President, General Counsel and Secretary of Illinois Power Company c/o Ameren Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

SUPPLEMENTAL INDENTURE dated as of June 15, 2009 (“Supplemental Indenture”), made by and between ILLINOIS POWER COMPANY, a corporation organized and existing under the laws of the State of Illinois (the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking corporation, formerly BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, as successor trustee to Harris Trust and Savings Bank, a corporation organized and existing under the laws of the State of Illinois (the “Trustee”), as Trustee under the General Mortgage Indenture and Deed of Trust dated as of November 1, 1992, hereinafter mentioned, party of the second part;

WHEREAS, the Company has heretofore executed and delivered its General Mortgage Indenture and Deed of Trust dated as of November 1, 1992 as from time to time amended and supplemented (the “Indenture”), to the Trustee, for the security of the Bonds of the Company issued and to be issued thereunder (the “Bonds”); and

WHEREAS, pursuant to the terms and provisions of the Indenture there were created and authorized by supplemental indentures thereto bearing the following dates, respectively, the Mortgage Bonds of the series issued thereunder and respectively identified opposite such dates:

DATE OF SUPPLEMENTAL INDENTURE	IDENTIFICATION OF SERIES	CALLED
February 15, 1993	8% Series due 2023 (redeemed)	Bonds of the 2023 Series
March 15, 1993	6 1/8% Series due 2000 (paid at maturity)	Bonds of the 2000 Series
March 15, 1993	6 3/4% Series due 2005 (paid at maturity)	Bonds of the 2005 Series
July 15, 1993	7 1/2% Series due 2025 (redeemed)	Bonds of the 2025 Series
August 1, 1993	6 1/2% Series due 2003 (paid at maturity)	Bonds of the 2003 Series
October 15, 1993	5 5/8% Series due 2000 (paid at maturity)	Bonds of the Second 2000 Series
November 1, 1993	Pollution Control Series M (redeemed)	Bonds of the Pollution Control Series M
November 1, 1993	Pollution Control Series N (redeemed)	Bonds of the Pollution Control Series N
November 1, 1993	Pollution Control Series O (redeemed)	Bonds of the Pollution Control Series O

-2-

DATE OF SUPPLEMENTAL INDENTURE	IDENTIFICATION OF SERIES	CALLED
April 1, 1997	Pollution Control Series P	Bonds of the Pollution Control Series P
April 1, 1997	Pollution Control Series Q	Bonds of the Pollution Control Series Q
April 1, 1997	Pollution Control Series R	Bonds of the Pollution Control Series R
March 1, 1998	Pollution Control Series S	Bonds of the Pollution Control Series S
March 1, 1998	Pollution Control Series T	Bonds of the Pollution Control Series T
July 15, 1998	6 1/4% Series due 2002 (paid at maturity)	Bonds of the 2002 Series
September 15, 1998	6% Series due 2003 (paid at maturity)	Bonds of the Second 2003 Series
June 15, 1999	7.50% Series due 2009	Bonds of the 2009 Series
July 15, 1999	Pollution Control Series U	Bonds of the Pollution Control Series U
July 15, 1999	Pollution Control Series V (redeemed)	Bonds of the Pollution Control Series V
May 1, 2001	Pollution Control Series W	Bonds of the Pollution Control Series W
May 1, 2001	Pollution Control Series X	Bonds of the Pollution Control Series X
July 1, 2002	10 5/8% Series due 2007 (not issued)	Bonds of the 2007 Series
July 1, 2002	10 5/8% Series due 2012 (not issued)	Bonds of the 2012 Series
December 15, 2002	11.50% Series due 2010	Bonds of the 2010 Series

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June 1, 2006	Mortgage Bonds, Senior Notes Series AA	Bonds of Series AA
August 1, 2006	Mortgage Bonds, 2006 Credit Agreement Series Bonds (redeemed)	2006 Credit Agreement Series Bonds
March 1, 2007	Mortgage Bonds, 2007 Credit Agreement Series Bonds (redeemed)	2007 Credit Agreement Series Bonds
November 15, 2007	Mortgage Bonds, Senior Notes Series BB	Bonds of Series BB
April 1, 2008	Mortgage Bonds, Senior Notes Series CC	Bonds of Series CC
October 1, 2008	Mortgage Bonds, Senior Notes Series DD	Bonds of Series DD

and

WHEREAS, a supplemental indenture with respect to the Bonds of the 2007 Series and the Bonds of the 2012 Series listed above was executed and filed but such Bonds of the 2007 Series and Bonds of the 2012 Series were never issued and a release with respect to such supplemental indenture was subsequently executed and filed; and

WHEREAS, the Company has entered into a 2009 Credit Agreement (as amended or otherwise modified from time to time, the “Credit Agreement”) by and among Ameren Corporation, the Company, Central Illinois Light Company and Central Illinois Public Service Company, as borrowers, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders, providing for the making of certain financial accommodations thereunder to the Company, and pursuant to such Credit Agreement, the Company has agreed to issue to the Agent, as evidence of and security for the Obligations (as such term is defined in the Credit Agreement) of the Company (the “Company Obligations”), a new series of Bonds under the Indenture; and

WHEREAS, for such purposes, the Company desires to create a new series of Bonds to be issued under the Indenture to be known as Mortgage Bonds, 2009 Credit Agreement Series (the “2009 Credit Agreement Series Bonds”); and

WHEREAS, the 2009 Credit Agreement Series Bonds shall be issued to the Agent as evidence of and security for the Company Obligations under the Credit Agreement; and

WHEREAS, the Company, in the exercise of the powers and authority conferred upon and reserved to it under the provisions of the Indenture, and pursuant to appropriate resolutions of the Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee this Supplemental Indenture in the form hereof for the purposes herein provided; and

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WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument have been done, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE

WITNESSETH:

THAT Illinois Power Company, in consideration of the purchase and ownership from time to time of the Bonds and the service by the Trustee, and its successors, under the Indenture and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trust under the Indenture, for the benefit of those who shall hold the Bonds as follows:

DESCRIPTION OF 2009 Credit Agreement Series Bonds.

The Company hereby creates a new series of Bonds to be known as “2009 Credit Agreement Series Bonds.” The 2009 Credit Agreement Series Bonds shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Indenture, as amended and supplemented. The 2009 Credit Agreement Series Bonds shall be issued only to and in the name of the Agent under the Credit Agreement to evidence and secure any and all Company Obligations under the Credit Agreement.

The 2009 Credit Agreement Series Bonds shall be dated as of the Interest Payment Date (as defined below) thereof to which interest was paid next preceding the date of issue, unless (a) issued on an Interest Payment Date thereof to which interest was paid, in which event it shall be dated as of such issue date, or (b) issued prior to the occurrence of the first Interest Payment Date thereof to which interest was paid, in which event it shall be dated the date of original issuance.

The 2009 Credit Agreement Series Bonds shall be issued in the aggregate principal amount of $350,000,000 and shall mature on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) applicable to the Company.

The 2009 Credit Agreement Series Bonds shall bear interest from their date as set forth in the form thereof hereinafter recited. Interest on the 2009 Credit Agreement Series Bonds shall be payable on each Interest Payment Date (defined below), commencing on the first Interest Payment Date next succeeding the date of the 2009 Credit Agreement Series Bonds. Payment of principal on the 2009 Credit Agreement Series Bonds shall be due on the

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Commitment Termination Date. If the Commitment Termination Date falls on a day which is not a Business Day (as defined below), principal and any interest and/or fees payable by the Company with respect to the Commitment Termination Date will be paid on the next succeeding Business Day.

Both the principal of and the interest on the 2009 Credit Agreement Series Bonds shall be payable at the times and in the manner set forth in the form of bond set out herein and in immediately available funds at the office or agency of the Trustee, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption as provided in this Supplemental Indenture. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on the 2009 Credit Agreement Series Bonds shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on the 2009 Credit Agreement Series Bonds shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on the 2009 Credit Agreement Series Bonds, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (a) that timely payment of principal of or interest on the 2009 Credit Agreement Series Bonds has not been made, (b) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (c) the amount of the arrearage.

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As used herein, (A) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (B) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (C) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (D) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

The 2009 Credit Agreement Series Bonds shall not be assignable or transferable except to a successor Agent appointed in accordance with the Credit Agreement. The 2009 Credit Agreement Series Bonds are exchangeable by the Registered Owner thereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, upon the surrender and cancellation of said bonds and the payment of any stamp tax or other governmental charge, and upon any such exchange a new registered bond or bonds without coupons, of the same series and maturity and for the same aggregate principal amount, will be issued in exchange theretofore; provided, that the Company shall not be required to exchange any 2009 Credit Agreement Series Bonds for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds.

As provided in Section 8.4 of the Credit Agreement, the Agent shall surrender the 2009 Credit Agreement Series Bonds to the Trustee for cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

The 2009 Credit Agreement Series Bonds and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:

[FORM OF FACE OF BOND]

ILLINOIS POWER COMPANY

(Incorporated under the laws of the State of Illinois)

Illinois Commerce Commission

Identification No.: Ill. C.C. No. ____

Notwithstanding any provisions hereof or in the Indenture

this Bond is not assignable or transferable except to a successor Agent appointed in

accordance with the Credit Agreement hereinafter referred to.

MORTGAGE BONDS, 2009 CREDIT AGREEMENT SERIES

No. ________ $ 350,000,000

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ILLINOIS POWER COMPANY, a corporation organized and existing under the laws of the State of Illinois (the “Company”), which term shall include any successor corporation as defined in the Indenture hereinafter referred to, for value received, hereby promises to pay to JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders (as defined below) under the 2009 Credit Agreement by and among Ameren Corporation, the Company, Central Illinois Light Company and Central Illinois Public Service Company, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (as amended or otherwise modified from time to time, the “Credit Agreement”), or registered assigns, the principal sum of $350,000,000 or such lesser principal amount as shall be equal to the amount of the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company outstanding on the Commitment Termination Date (having at any time the meaning such term has at such time under the Credit Agreement) of the Company, but not in excess of the principal amount of this Bond, and to pay interest thereon at the Interest Rate (as defined below) until the principal hereof is paid or duly made available for payment on the Commitment Termination Date or in the event of redemption of this Bond, until the redemption date.

Interest on this Bond shall be payable on each Interest Payment Date (as defined below), commencing on the first Interest Payment Date next succeeding the date of this Bond. If the Commitment Termination Date falls on a day which is not a Business Day (as defined below), principal and any interest and/or fees payable with respect to the Commitment Termination Date will be paid on the next succeeding Business Day. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Supplemental Indenture dated as of June 15, 2009, hereinafter referred to, be paid to the person in whose name this Bond (or one or more predecessor bonds) is registered at the close of business on the Record Date (as defined below); provided, however, that interest payable on the Commitment Termination Date will be payable to the person to whom the principal hereof shall be payable. Should the Company default in the payment of interest (“Defaulted Interest”), the Defaulted Interest shall be paid to the person in whose name this Bond is registered on the Record Date to be established by the Trustee for payment of such Defaulted Interest.

As used herein, (i) “Business Day” shall have the meaning assigned thereto in the Credit Agreement; (ii) “Interest Payment Date” shall mean each date on which Company Obligations constituting interest and/or fees are due and payable from time to time pursuant to the Credit Agreement; (iii) “Interest Rate” shall mean a rate of interest per annum, adjusted as necessary, to result in an interest payment equal to the aggregate amount of Company Obligations constituting interest and fees of the Company due under the Credit Agreement on the applicable Interest Payment Date; and (iv) “Record Date” with respect to any Interest Payment Date shall mean the day (whether or not a Business Day) immediately next preceding such Interest Payment Date.

Both the principal of and the interest on this Bond shall be payable in immediately available funds at the office or agency of the Trustee, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

This Bond is to be issued and delivered to the Agent in order to evidence and secure the obligations of the Company under the Credit Agreement to make payments to the Lenders under the Credit Agreement and to provide the Lenders the benefit of the lien of the Indenture with respect to the 2009 Credit Agreement Series Bonds.

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The obligation of the Company to make payments with respect to principal under the Credit Agreement shall not give rise to an obligation to pay principal of the 2009 Credit Agreement Series Bonds except on the Commitment Termination Date of the Company or upon redemption hereof. If at any time any permanent reduction of the Borrower Sublimit (as defined in the Credit Agreement) of the Company or the Borrower Credit Exposure (as defined in the Credit Agreement) of the Company shall result in the principal of the 2009 Credit Agreement Series Bonds being greater than the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment obligation with respect to the principal of the 2009 Credit Agreement Series Bonds in the amount of such excess shall be deemed discharged upon the effectiveness of such permanent reduction. No payment of principal under the Credit Agreement shall reduce the principal amount of the 2009 Credit Agreement Series Bonds to an amount less than the greater of the Borrower Sublimit and the Borrower Credit Exposure.

The obligation of the Company to make payments with respect to the interest on this Bond shall be fully or partially, as the case may be, satisfied and discharged to the extent that, at the time that any such payment shall be due, the then due interest and/or fees of the Company under the Credit Agreement shall have been fully or partially paid. Satisfaction of any obligation to the extent that payment is made with respect to the interest and/or fees of the Company under the Credit Agreement means that if any payment is made on the interest and/or fees of the Company under the Credit Agreement, a corresponding payment obligation with respect to the interest on this Bond shall be deemed discharged in the same amount as such payment made on the interest and/or fees of the Company under the Credit Agreement.

The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and interest on this Bond, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing paragraphs unless and until the Trustee shall have received a written notice from the Agent stating (i) that timely payment of principal of or interest on this Bond has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Agent in connection with the Company Obligations pursuant to the Credit Agreement, and (iii) the amount of the arrearage.

The Agent shall surrender this Bond to the Trustee when each of the Borrower Sublimit and the Borrower Credit Exposure of the Company have been reduced to zero and all fees and other amounts payable by the Company pursuant to the Credit Agreement with respect to the Company Obligations shall have been duly paid.

This Bond shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the form of certificate endorsed hereon shall have been signed by or on behalf of The Bank of New York Mellon Trust Company, N.A., formerly BNY Midwest Trust Company, as successor trustee to Harris Trust and Savings Bank, the Trustee under the Indenture, or a successor trustee thereto under the Indenture (the “Trustee”).

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The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, Illinois Power Company has caused this Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the aforesaid Indenture, and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in such Indenture on the date hereof.

Dated June [__], 2009

ILLINOIS POWER COMPANY
By:
	AUTHORIZED EXECUTIVE OFFICER

ATTEST:
By:
	AUTHORIZED EXECUTIVE OFFICER

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is one of the Bonds of the series designated therein referred to in the within-mentioned Indenture and the Supplemental Indenture dated as of June 15, 2009.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Formerly, BNY Midwest Trust Company, successor trustee to Harris Trust and Savings Bank,
TRUSTEE,
By:
	AUTHORIZED SIGNATORY

[FORM OF REVERSE OF BOND]

This Bond is one of a duly authorized issue of Bonds of the Company (the “Bonds”) in unlimited aggregate principal amount, of the series hereinafter specified, all issued and to be issued under and equally secured by the General Mortgage Indenture and Deed of Trust

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(the “Indenture”), dated as of November 1, 1992, executed by the Company to The Bank of New York Mellon Trust Company, N.A., formerly BNY Midwest Trust Company, as successor trustee to Harris Trust and Savings Bank (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of registered owners of the Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Bonds are, and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This Bond is one of a series designated as the “Mortgage Bonds, 2009 Credit Agreement Series” (the “2009 Credit Agreement Series Bonds”) of the Company, in an aggregate principal amount of $350,000,000 issued under and secured by the Indenture and described in the Supplemental Indenture dated as of June 15, 2009 (the “Supplemental Indenture of June 15, 2009”), between the Company and the Trustee, supplemental to the Indenture.

This 2009 Credit Agreement Series Bond is not redeemable except upon written demand of the Agent following the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, as provided under the Credit Agreement.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

REDEMPTION.

Except as set forth herein, the 2009 Credit Agreement Series Bonds are not redeemable. Upon the occurrence of a Default by the Company under the Credit Agreement and the acceleration of the Company Obligations, the 2009 Credit Agreement Series Bonds shall be redeemable in whole upon receipt by the Trustee of a written demand from the Agent stating that there has occurred under the Credit Agreement both a Default by the Company and a declaration of acceleration of the Company Obligations and demanding redemption of the 2009 Credit Agreement Series Bonds (including a description of the amount of principal, interest, fees cash collateralization obligations and other amounts which comprise such Company Obligations). The Company waives any right it may have to prior notice of such redemption under the Indenture and any other notice required under the Indenture, including notice to be given by the Company, shall be deemed satisfied by the notice given by the Agent as aforesaid. Upon surrender of the 2009 Credit Agreement Series Bonds by the Agent to the Trustee, the 2009 Credit Agreement Series Bonds shall be redeemed at a redemption price equal to the aggregate amount of the Company Obligations.

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ISSUE OF 2009 Credit Agreement Series Bonds.

The Company hereby exercises the right to obtain the authentication of $350,000,000 principal amount of additional Bonds pursuant to the terms of Section 4.04 of the Indenture, all of which shall be 2009 Credit Agreement Series Bonds.

Such 2009 Credit Agreement Series Bonds may be authenticated and delivered prior to the filing for recordation of this Supplemental Indenture.

THE TRUSTEE.

The Trustee hereby accepts the trusts hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Indenture set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article Eleven of the Indenture shall apply to this Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture.

MISCELLANEOUS PROVISIONS.

This Supplemental Indenture may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

The Company acknowledges and intends that all advances made to it by the Lenders under the Credit Agreement, including future advances whenever hereafter made, shall be a lien from the time this Supplemental Indenture is recorded, as provided in Section 15-1302(b)(1) of the Illinois Mortgage Foreclosure Law (the “Act”), 735 ILCS 15-1101, et seq. The amount of the bonds of the 2009 Credit Agreement Series which comprises the principal amount then outstanding of the Obligations under the Credit Agreement constitutes revolving credit indebtedness secured by a mortgage on real property, pursuant to the terms and conditions of 205 ILCS 5/5d from the date of this Supplemental Indenture.

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IN WITNESS WHEREOF, said Illinois Power Company has caused this Supplemental Indenture to be executed on its behalf by an Authorized Executive Officer as defined in the Indenture, and this Supplemental Indenture to be attested by an Authorized Executive Officer as defined in the Indenture; and said The Bank of New York Mellon Trust Company, N.A., formerly BNY Midwest Trust Company, as successor trustee to Harris Trust and Savings Bank, in evidence of its acceptance of the trust hereby created, has caused this Supplemental Indenture to be executed on its behalf by its President or one of its Vice Presidents and this Supplemental Indenture to be attested by its Secretary or one of its Vice Presidents; all as of the 15^th day of June, 2009.

ILLINOIS POWER COMPANY
By:
Name:	Jerre E. Birdsong
Title:	Vice President and Treasurer

ATTEST:
By:
Name:	G. L. Waters
Title:	Assistant Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Formerly, BNY Midwest Trust Company, successor trustee to Harris Trust and Savings Bank,
TRUSTEE
By:
	AUTHORIZED SIGNATORY

ATTEST:
By:
Name:	D. G. Donovan
Title:	Vice President

STATE OF MISSOURI	)
	)  SS.
CITY OF ST. LOUIS	)

BE IT REMEMBERED, that on this ___ day of June, 2009, before me, the undersigned, a Notary Public within and for the City and State aforesaid, personally came Jerre E. Birdsong, Vice President and Treasurer and G. L. Waters, Assistant Secretary, of Illinois Power Company, a corporation duly organized, incorporated and existing under the laws of the State of Illinois, who are personally known to me to be such officers, and who are personally known to me to be the same persons who executed as such officers the within instrument of writing, and such persons duly acknowledged that they signed and delivered the said instrument as their free and voluntary act as such officers and as the free and voluntary act of said Illinois Power Company for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written.

By:
	NOTARY PUBLIC

My Commission Expires on [4/20/2010].

(NOTARIAL SEAL)

STATE OF ILLINOIS	)
	)  SS.
COUNTY OF COOK	)

BE IT REMEMBERED, that on this ___ day of June, 2009, before me, the undersigned, a Notary Public within and for the County and State aforesaid, personally came M. Callahan, Authorized Signatory and _____________, Vice President, of The Bank of New York Mellon Trust Company, N.A., formerly BNY Midwest Trust Company, a corporation duly organized, incorporated and existing under the laws of the State of Illinois, who are personally known to me to be the same persons who executed as such officers the within instrument of writing, and such persons duly acknowledged that they signed, sealed and delivered the said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said The Bank of New York Mellon Trust Company, N.A., for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written.

By:
	NOTARY PUBLIC, COOK COUNTY, ILLINOIS

My Commission Expires on [6/23/10]

(NOTARIAL SEAL)

EX-10.3

Exhibit 10.3

EXECUTION VERSION

AMENDMENT AGREEMENT dated as of June 30, 2009 (this “Amendment Agreement”), among AMEREN CORPORATION, a Missouri corporation (the “Company”), UNION ELECTRIC COMPANY d/b/a AmerenUE, a Missouri corporation (“Union Electric”), AMEREN ENERGY GENERATING COMPANY, an Illinois corporation (“Genco”, and together with Union Electric and the Company, the “Borrowers” and each a “Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent (in such capacity, the “Agent”), and BARCLAYS BANK PLC, as Syndication Agent, in respect of the AMENDED AND RESTATED CREDIT AGREEMENT (the “Original Credit Agreement”) dated as of July 14, 2006, among the Borrowers, CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, CENTRAL ILLINOIS LIGHT COMPANY, ILLINOIS POWER COMPANY, the Lenders, the Agent, and BARCLAYS BANK PLC, as Syndication Agent.

The Borrowers have requested that (i) pursuant to Section 2.23 of the Original Credit Agreement, the undersigned Lenders agree to extend the “Commitment Termination Date” under (and as such term is defined in the Original Credit Agreement) to July 14, 2011, and (ii) the Required Lenders agree to amend and restate the Original Credit Agreement in the form of the Restated Credit Agreement (as defined below).

In consideration of the mutual agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

SECTION 1. Defined Terms. (a) Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement or, if not defined therein, the Original Credit Agreement.

(b) The following terms shall have the meaning set forth in this paragraph (b):

“Additional Lender” means each Lender identified on Schedule I hereto as an Additional Lender. Each Additional Lender shall be Consenting Lender; the Commitment of each Additional Lender shall be an Extended Commitment; and the amount of the Commitment of each Additional Lender as of the Amendment Effective Date (as defined below) shall be the amount set forth next to such Lender’s name on Schedule I hereto.

“Assignee” means each Additional Lender and each Consenting Lender that will hold a Commitment under the Restated Credit Agreement that is greater than its Commitment under the Original Credit Agreement.

“Assignor” means each Existing Lender that is a Consenting Lender that will hold a Commitment under the Restated Credit Agreement that is less than its Commitment under the Original Credit Agreement.

“Consenting Lender” means each Additional Lender and each Lender identified on Schedule I hereto as a Consenting Lender. The Commitment of each Consenting Lender shall be an Extended Commitment and the amount of the Commitment of each Consenting Lender as of the Amendment Effective Date shall be the amount set forth next to such Lender’s name on Schedule I hereto.

“Existing Lender” means each Lender with an outstanding Commitment immediately prior to the occurrence of the Amendment Effective Date.

(c) From and after the Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Original Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in the Loan Documents, shall mean the Restated Credit Agreement.

SECTION 2. Extension of Commitment Termination Date. In accordance with Section 2.23 of the Original Credit Agreement, effective upon the occurrence of the Amendment Effective Date, the final termination date of each Consenting Lender’s Commitment is extended from July 14, 2010 (the current Commitment Termination Date under (and as defined in) the Original Credit Agreement) to the Extended Commitment Termination Date as provided in the Restated Credit Agreement and all notice and similar requirements of Section 2.23 of the Original Credit Agreement are deemed to have been satisfied.

SECTION 3. Amendment and Restatement of the Original Credit Agreement. Effective as of the Amendment Effective Date, the Original Credit Agreement (including the Schedules and Exhibits thereto) is hereby amended and restated to be in the form attached as Exhibit A hereto (the Original Credit Agreement, as so amended and restated, being referred to as the “Restated Credit Agreement”).

SECTION 4. Assignments. (a) Effective upon the occurrence of the Amendment Effective Date, each Assignor shall assign and delegate and each Assignee shall assume (each such assignment or assumption, an “Assignment”) such Commitments under the Restated Credit Agreement (together with all related Revolving Advances, participations in Letters of Credit and other related rights and interests under the Restated Credit Agreement) as shall be required so that the Commitment of each Consenting Lender shall be the amount set forth next to such Lender’s name on the Commitment Schedule attached to the Restated Credit Agreement. Each party hereto agrees that (1) each Assignee is purchasing and assuming the Commitments and interests purchased and assumed by it ratably from each Assignor and that each Assignor is assigning and delegating the Commitments and interests assigned and delegated by it ratably to each Assignee; (2) each Assignment shall be irrevocable and shall be made on the terms and

2

subject to the conditions set forth on Annex I to the Form of Assignment and Assumption attached as Exhibit C to the Restated Credit Agreement (which terms and conditions are incorporated herein by reference); (3) this Amendment Agreement shall constitute an “Assignment Agreement” for all purposes of the Restated Credit Agreement and the other Loan Documents; and (4) the Agent hereby agrees to waive any payment of fees required by Section 12.3.3 in connection with the Assignments. The Borrowers, the Agent and the Issuing Bank each hereby grant their consent to the Assignments.

(b) Upon the occurrence of the Amendment Effective Date, the Borrowers will (1) prepay all outstanding Advances (other than Competitive Loans), together with all interest accrued on such Advances and, to the extent applicable, any amounts due under Section 3.4 of the Restated Credit Agreement, and (2) will borrow Floating Rate Advances under the Restated Credit Agreement and the Supplemental Credit Agreement pursuant to Borrowing Notices delivered to the Agent on the Amendment Effective Date. Each party hereto waives all time periods otherwise required in respect of notices of such prepayments and borrowings.

SECTION 5. Conditions to Effectiveness. The transactions provided for in Section 2, 3 and 4 hereof and the obligations of the Additional Lenders and Consenting Lenders to make Loans under the Restated Credit Agreement shall become effective on the date (the “Amendment Effective Date”) on which (i) the Agent (or its counsel) shall have received duly executed counterparts of this Amendment Agreement that, when taken together, bear the authorized signatures of the Borrowers, each Additional Lender and each Consenting Lender (which Consenting Lenders shall constitute at least the Required Lenders under the Original Credit Agreement) and (ii) all the conditions specified in Section 4.1 of the Restated Credit Agreement are satisfied (unless waived in accordance with Section 8.2 of the Restated Credit Agreement).

SECTION 6. Further Actions. The Agent is hereby authorized and directed to enter into such Loan Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby.

SECTION 7. Choice of Law. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

SECTION 8. Counterparts. This Amendment Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment Agreement by signing any such counterpart, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page of this Amendment Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment Agreement. This Amendment Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents.

3

SECTION 9. Expenses. In accordance with Section 9.6(i) of the Restated Credit Agreement, each Borrower agrees to reimburse the Agent for such Borrower’s share of all reasonable out-of-pocket expenses incurred by it in connection with this Amendment Agreement, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP and other counsel for the Agent.

SECTION 10. Severability of Provisions. Any provision in this Amendment Agreement that is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability or validity of that provision in any other jurisdiction, and to this end the provisions of this Amendment Agreement are declared to be severable.

SECTION 11. Headings. The headings of this Amendment Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

AMEREN CORPORATION,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer
UNION ELECTRIC COMPANY,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer
AMEREN ENERGY GENERATING COMPANY,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

JPMORGAN CHASE BANK, N.A., as
Agent, as a Lender, and as an Issuing Bank,
	by	/s/ Michael DeForge
		Name:	Michael DeForge
		Title:	Managing Director
BARCLAYS BANK PLC, as Syndication
Agent, as a Lender,
	by	/s/ Sydney G. Dennis
		Name:	Sydney G. Dennis
		Title:	Director

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: BNP Paribas
	by	/s/ Francis J. Delaney
		Name:	Francis J. Delaney
		Title:	Managing Director
	by	/s/ Pasquale A. Perraglia
		Name:	Pasquale A. Perraglia
		Title:	Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Goldman Sachs Bank USA
	by	/s/ Mark Walton
		Name:	Mark Walton
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: The Bank of Tokyo-Mitsubishi UFJ, Limited
	by	/s/ Chi-Cheng Chen
		Name:	Chi-Cheng Chen
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: US Bank National Association
	by	/s/ Paul Vastola
		Name:	Paul Vastola
		Title:	Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: UBS Loan Finance LLC
	by	/s/ Irja R. Otsa
		Name:	Irja R. Otsa
		Title:	Associate Director
	by	/s/ Marie Haddad
		Name:	Marie Haddad
		Title:	Associate Director

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: The Bank of New York Mellon
	by	/s/ Richard K. Fronapfel, Jr.
		Name:	Richard K. Fronapfel, Jr.
		Title:	Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Fifth Third Bank
	by	/s/ Robert M. Sander
		Name:	Robert M. Sander
		Title:	Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: The Northern Trust Company
	by	/s/ Rick J. Gomez
		Name:	Rick J. Gomez
		Title:	Second Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Commerce Bank
	by	/s/ Douglas P. Best
		Name:	Douglas P. Best
		Title:	Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: UMB Bank, N.A.
	by	/s/ Cecil G. Wood
		Name:	Cecil G. Wood
		Title:	Executive Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Aurora Bank FSP
	by	/s/ Theodore P. Janulis
		Name:	Theodore P. Janulis
		Title:	Chairman

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: National City Bank
	by	/s/ Matthew M. Springman
		Name:	Matthew M. Springman
		Title:	Senior Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Bank of America, N.A.
	by	/s/ Richard L. Stein
		Name:	Richard L. Stein
		Title:	Senior Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: The Bank of Nova Scotia
	by	/s/ Thane Rattew
		Name:	Thane Rattew
		Title:	Managing Director

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Deutsche Bank AG New York Branch
	by	/s/ Marcus M. Tarkington
		Name:	Marcus M. Tarkington
		Title:	Director
	by	/s/ Paul O’Leary
		Name:	Paul O’Leary
		Title:	Director

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Morgan Stanley Bank, N.A.
	by	/s/ Melissa James
		Name:	Melissa James
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: KeyBank National Association
	by	/s/ Sherrie Manson
		Name:	Sherrie Manson
		Title:	Senior Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Regions Bank
	by	/s/ David Bentzinger
		Name:	David Bentzinger
		Title:	Senior Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Morgan Stanley Senior Funding, Inc.
	by	/s/ Stephen B. King
		Name:	Stephen B. King
		Title:	Vice President

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: The Royal Bank of Scotland plc
	by	/s/ Emily Freedman
		Name:	Emily Freedman
		Title:	Vice President

1

LENDER SIGNATURE PAGE TO THE AMENDMENT

AGREEMENT TO THE CREDIT AGREEMENT

DATED AS OF JULY 14, 2006, OF AMEREN CORPORATION

LENDER: Comerica Bank
	by	/s/ Mark J. Leveille
		Name:	Mark J. Leveille
		Title:	Vice President

2

SCHEDULE I

COMMITMENT SCHEDULE TO

AMENDED AND RESTATED CREDIT AGREEMENT

ADDITIONAL LENDERS

Lender Name	Commitment
Bank of America, N.A.	$	64,578,508.57
The Bank of Nova Scotia	$	55,106,993.98
Deutsche Bank AG New York Branch	$	54,245,947.20
Morgan Stanley Bank, N.A.	$	45,635,479.39
KeyBank National Association	$	27,553,496.99
Regions Bank	$	27,553,496.99
Morgan Stanley Senior Funding, Inc.	$	21,526,169.52
The Royal Bank of Scotland plc	$	15,498,842.06
Comerica Bank	$	12,915,701.71

CONSENTING LENDERS

Lender Name	Commitment
JPMorgan Chase Bank, N.A.	$	77,924,733.66
Barclays Bank PLC	$	77,924,733.67
UBS Loan Finance LLC	$	67,161,648.91
Goldman Sachs Bank USA	$	65,439,555.35
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	64,578,508.57
BNP Paribas	$	52,093,330.25
The Bank of New York Mellon	$	49,940,713.29
U.S. Bank National Association	$	44,774,432.61
Fifth Third Bank	$	34,441,871.24
The Nothern Trust Company	$	21,956,692.91
Commerce Bank, N.A.	$	17,220,935.62
National City Bank	$	17,220,935.62
UMB Bank	$	14,207,271.89
Aurora Bank FSB (fka Lehman Brothers Bank, FSB)	$	0.00

NON-CONSENTING LENDERS

Lender Name	Commitment
Citicorp USA, Inc.	$	82,500,000
Wachovia Bank, National Association	$	73,000,000
HSBC Bank	$	65,000,000
TOTAL	$	1,150,000,000

1

ANNEX 1

AMENDED AND RESTATED

CREDIT AGREEMENT

AMENDED AND RESTATED AS OF JUNE 30, 2009

among

AMEREN CORPORATION

UNION ELECTRIC COMPANY

AMEREN ENERGY GENERATING COMPANY,

as Borrowers

THE LENDERS FROM TIME TO TIME PARTIES HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Agent

BARCLAYS BANK PLC,

as Syndication Agent

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

BNP PARIBAS and

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agents

J. P. MORGAN SECURITIES INC.

and

BARCLAYS CAPITAL,

AS JOINT ARRANGERS AND JOINT BOOKRUNNERS

ARTICLE I		DEFINITIONS	1
1.1.	Certain Defined Terms		1
1.2.	Plural Forms		22
ARTICLE II		THE CREDITS	23
2.1.	Commitment		23
2.2.	Required Payments; Termination		23
2.3.	Loans		23
2.4.	Competitive Bid Procedure		23
2.5.	[omitted]		25
2.6.	Letters of Credit		25
2.7.	Types of Advances		30
2.8.	Facility Fee; Letter of Credit Fees; Reductions in Aggregate Commitment and Borrower Sublimits		30
2.9.	Minimum Amount of Each Advance		32
2.10.	Optional Principal Payments		32
2.11.	Method of Selecting Types and Interest Periods for New Revolving Advances		33
2.12.	Conversion and Continuation of Outstanding Revolving Advances; No Conversion or Continuation of Eurodollar Advances After Default		33
2.13.	Interest Rates, etc.		34
2.14.	Rates Applicable After Default		34
2.15.	Funding of Loans; Method of Payment		35
2.16.	Noteless Agreement; Evidence of Indebtedness		35
2.17.	Telephonic Notices		35
2.18.	Interest Payment Dates; Interest and Fee Basis		36
2.19.	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans		36
2.20.	Lending Installations		37
2.21.	Non-Receipt of Funds by the Agent		37
2.22.	Replacement of Lender		37
2.23.	Extension of Commitment Termination Date and Borrowing Subsidiary Maturity Dates		38
2.24.	Defaulting Lenders		39
2.25.	Commitment Increases		41
ARTICLE III		YIELD PROTECTION; TAXES	42
3.1.	Yield Protection		42
3.2.	Changes in Capital Adequacy Regulations		43
3.3.	Availability of Types of Advances		44
3.4.	Funding Indemnification		44
3.5.	Taxes		44
3.6.	Lender Statements; Survival of Indemnity		47
3.7.	Alternative Lending Installation		47
3.8.	Allocation of Amounts Payable Among Borrowers		48

ARTICLE IV		CONDITIONS PRECEDENT	48
4.1.	Amendment Effective Date		48
4.2.	Each Credit Extension		50
ARTICLE V		REPRESENTATIONS AND WARRANTIES	50
5.1.	Existence and Standing		50
5.2.	Authorization and Validity		51
5.3.	No Conflict; Government Consent		51
5.4.	Financial Statements		51
5.5.	Material Adverse Change		52
5.6.	Taxes		52
5.7.	Litigation and Contingent Obligations		52
5.8.	Subsidiaries		52
5.9.	ERISA		52
5.10.	Accuracy of Information		52
5.11.	Regulation U		53
5.12.	Material Agreements		53
5.13.	Compliance With Laws		53
5.14.	Ownership of Properties		53
5.15.	Plan Assets; Prohibited Transactions		53
5.16.	Environmental Matters		54
5.17.	Investment Company Act		54
5.18.	Federal Energy Regulatory Commission		54
5.19.	Insurance		55
5.20.	No Default or Unmatured Default		55
ARTICLE VI		COVENANTS	55
6.1.	Financial Reporting		55
6.2.	Use of Proceeds and Letters of Credit		56
6.3.	Notice of Default		57
6.4.	Conduct of Business		57
6.5.	Taxes		57
6.6.	Insurance		57
6.7.	Compliance with Laws; Federal Energy Regulatory Commission Authorization		57
6.8.	Maintenance of Properties		58
6.9.	Inspection; Keeping of Books and Records		58
6.10.	Merger		58
6.11.	Dispositions of Assets		58
6.12.	Indebtedness of Project Finance Subsidiaries, Investments in Project Finance Subsidiaries or Non Material Subsidiaries and Other Investments; Acquisitions		61
6.13.	Liens		63
6.14.	Affiliates		66
6.15.	Financial Contracts		66

ii

6.16.	Subsidiary Covenants		67
6.17.	Leverage Ratio		67
ARTICLE VII		DEFAULTS	68
ARTICLE VIII		ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES	71
8.1.	Acceleration		71
8.2.	Amendments		71
8.2A	Amendments after the Commitment Termination Date		72
8.3.	Preservation of Rights		72
ARTICLE IX		GENERAL PROVISIONS	73
9.1.	Survival of Representations		73
9.2.	Governmental Regulation		73
9.3.	Headings		73
9.4.	Entire Agreement		73
9.5.	Several Obligations; Benefits of this Agreement		73
9.6.	Expenses; Indemnification.		74
9.7.	Numbers of Documents		75
9.8.	Accounting		75
9.9.	Severability of Provisions		75
9.10.	Nonliability		76
9.11.	Confidentiality		76
9.12.	Lenders Not Utilizing Plan Assets		76
9.13.	Nonreliance		76
9.14.	Disclosure		77
9.15.	USA Patriot Act		77
ARTICLE X		THE AGENT	77
10.1.	Appointment; Nature of Relationship		77
10.2.	Powers		77
10.3.	General Immunity		78
10.4.	No Responsibility for Loans, Recitals, etc.		78
10.5.	Action on Instructions of Lenders		78
10.6.	Employment of Agents and Counsel		78
10.7.	Reliance on Documents; Counsel		79
10.8.	Agent’s Reimbursement and Indemnification		79
10.9.	Notice of Default		79
10.10.	Rights as a Lender		79
10.11.	Independent Credit Decision		80
10.12.	Successor Agent		80
10.13.	Agent and Arrangers Fees		81
10.14.	Delegation to Affiliates		81
10.15.	Syndication Agent and Documentation Agents		81

iii

ARTICLE XI		SETOFF; RATABLE PAYMENTS	81
11.1.	Setoff		81
11.2.	Ratable Payments		81
ARTICLE XII		BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	82
12.1.	Successors and Assigns; Designated Lenders		82
12.2.	Participations		84
12.3.	Assignments		85
12.4.	Dissemination of Information		87
12.5.	Tax Certifications		87
12.6.	Tranches		87
ARTICLE XIII		NOTICES	88
13.1.	Notices		88
13.2.	Change of Address		88
ARTICLE XIV		COUNTERPARTS	88
ARTICLE XV		CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	89
15.1.	CHOICE OF LAW		89
15.2.	CONSENT TO JURISDICTION		89
15.3.	WAIVER OF JURY TRIAL		89
ARTICLE XVI		PROVISIONS RELATING TO THE SUPPLEMENTAL CREDIT AGREEMENT	89
16.1.	General		89
16.2.	After the Commitment Termination Date		91

iv

SCHEDULES

Commitment Schedule

LC Commitment Schedule

Pricing Schedule

Schedule 1	-	Subsidiaries
Schedule 2	-	Liens
Schedule 3	-	Restrictive Agreements
Schedule 4	-	Regulatory Authorizations
Schedule 5	-	Contingent Obligations
Schedule 6	-	Amendment Provisions
EXHIBITS
Exhibit A.1	-	Form of Borrowers’ Counsel’s Opinion
Exhibit A.2	-	Form of Borrowers’ Counsel’s Opinion for Illinois Corporations
Exhibit B	-	Form of Compliance Certificate
Exhibit C	-	Form of Assignment Agreement
Exhibit D	-	Form of Loan/Credit Related Money Transfer Instruction
Exhibit E	-	Form of Promissory Note
Exhibit F	-	Form of Designation Agreement
Exhibit G	-	Subordination Terms

AMENDED AND RESTATED CREDIT AGREEMENT

This Amended and Restated Credit Agreement, dated as of June 30, 2009, is entered into by and among Ameren Corporation, a Missouri corporation, and its subsidiaries Union Electric Company d/b/a AmerenUE, a Missouri corporation, and Ameren Energy Generating Company, an Illinois corporation, the Lenders and JPMorgan Chase Bank, N.A., as Agent, and amends and restates the Five-Year Revolving Credit Agreement dated as of July 14, 2005, and amended and restated as of July 14, 2006 (as amended through the date hereof, the “Original Credit Agreement”). The obligations of the Borrowers under this Agreement will be several and not joint, and, except as otherwise set forth in this Agreement, the obligations of the Borrowers will not be guaranteed by the Company or any other subsidiary of the Company (including, without limitation, any other Borrowing Subsidiary). The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. Certain Defined Terms. As used in this Agreement:

“Accounting Changes” is defined in Section 9.8 hereof.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which a Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding ownership interests of a partnership or limited liability company of any Person.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Advance” means (a) with respect to any Borrower, Revolving Loans (i) made by the Lenders to such Borrower on the same Borrowing Date or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Revolving Loans made to such Borrower of the same Type and, in the case of Eurodollar Loans, for the same Interest Period, or (b) a Competitive Loan or group of Competitive Loans of the same type made on the same date and as to which a single Interest Period is in effect.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of voting securities, by contract or otherwise (with such percentage being calculated as if such beneficial owner had exercised all its rights to acquire such securities or interests).

“Agent” means JPMCB, not in its individual capacity as a Lender, but in its capacity as contractual representative of the Lenders pursuant to Article X, and any successor Agent appointed pursuant to Article X.

“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof. The initial Aggregate Commitment is One Billion One Hundred Fifty Million Dollars ($1,150,000,000)

“Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposures of all the Lenders.

“Aggregate Revolving Credit Exposure” means, at any time, the aggregate of the Revolving Credit Exposures of all the Lenders.

“Agreement” means this Amended and Restated Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and as in effect from time to time.

“Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4; provided, however, that except as provided in Section 9.8, with respect to the calculation of the financial ratio set forth in Section 6.17 (and the defined terms used in such Section), “Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States as of March 31, 2009, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4 hereof.

“Alternate Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the highest of (i) the Prime Rate for such day, (ii) the sum of (a) the Federal Funds Effective Rate for such day and (b) one-half of one percent (0.5%) per annum and (iii) the sum of (x) (A) the Eurodollar Base Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) divided by (B) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, and (y) one percent (1.0%) per annum, provided that, for the avoidance of doubt, the Eurodollar Base Rate for any day shall be based on the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day.

“Amendment Agreement” means the Amendment Agreement dated as of the Amendment Effective Date pursuant to which this Agreement is amended and restated as of the Amendment Effective Date.

“Amendment Effective Date” means the date that the amendment and restatement of the Original Credit Agreement by this Agreement becomes effective pursuant to Section 4.1.

2

“Applicable Fee Rate” means (a) (i) with respect to the Facility Fee payable in respect of Non-Extended Commitments at any time, the percentage rate per annum which is applicable to such fee at such time with respect to the Company as set forth in the Pricing Schedule — Part I, and (ii) with respect to the Facility Fee applicable to any Borrower and payable in respect of Extended Commitments at any time, the percentage rate per annum which is applicable to such fee at such time with respect to such Borrower as set forth in the Pricing Schedule — Part II, and (b) (i) with respect to the LC Participation Fee applicable to any Borrower and payable in respect of Non-Extended Commitments at any time, the percentage rate per annum which is applicable to such fee at such time with respect to such Borrower as set forth in the Pricing Schedule — Part I, and (ii) with respect to the LC Participation Fee applicable to any Borrower and payable in respect of Extended Commitments at any time, the percentage rate per annum which is applicable to such fee at such time with respect to such Borrower as set forth in the Pricing Schedule — Part II.

“Applicable Margin” means, with respect to any Borrower, (a) with respect to Advances of any Type at any time made pursuant to Non-Extended Commitments and participations in LC Disbursements acquired pursuant to Non-Extended Commitments, the percentage rate per annum which is applicable at such time to Advances of such Type (or, in the case of LC Disbursements, to Floating Rate Advances) to such Borrower, as set forth in the Pricing Schedule — Part I, and (b) with respect to Advances of any Type at any time made pursuant to Extended Commitments and participations in LC Disbursements acquired pursuant to Extended Commitments, the percentage rate per annum which is applicable at such time to Advances of such Type (or, in the case of LC Disbursements, to Floating Rate Advances) to such Borrower, as set forth in the Pricing Schedule — Part II.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means J.P. Morgan Securities Inc. and Barclays Capital and their respective successors, in their respective capacities as Joint Arrangers and Joint Bookrunners.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assignment Agreement” is defined in Section 12.3.1.

“Audrain Project” means the Chapter 100 financing transaction and agreements related thereto assigned by affiliates of NRG Energy, Inc. (“NRG”) to and assumed by Union Electric as a part of Union Electric’s purchase of a combustion turbine generating facility located in Audrain County, Missouri (the “County”) pursuant to which (i) Union Electric assumed a lease from the County of certain land and improvements, including the combustion turbine generating facility, and (ii) Union Electric acquired NRG’s ownership of indebtedness issued by the County to finance the acquisition of such property.

“Augmenting Lender” has the meaning assigned to such term in Section 2.25(a).

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“Authorized Officer” of any Borrower means any of the chief executive officer, president, chief operating officer, chief financial officer, treasurer or vice president of such Borrower, acting singly.

“Availability Termination Date” means, as to any Borrower, the earlier of (a) the Maturity Date for such Borrower and (b) the date of termination in whole of the Aggregate Commitment and the Commitments pursuant to Section 2.8.3 or Section 8.1 hereof.

“Available Aggregate Commitment” means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.

“Borrower Credit Exposure” means, with respect to any Borrower at any time, the aggregate amount of (i) all Revolving Loans made to such Borrower and outstanding at such time, (ii) all Competitive Loans made to such Borrower and outstanding at such time and (iii) that portion of the LC Exposure at such time attributable to Letters of Credit issued for the account of such Borrower.

“Borrower Sublimit” means (a) as to each of Genco and Union Electric, its Subsidiary Sublimit, and (b) as to the Company, $1,150,000,000 or, in the case of any Borrower, any lesser amount to which the Borrower Sublimit of the Company shall have been reduced pursuant to Section 2.8.3.

“Borrowers” means the Company and the Borrowing Subsidiaries.

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Notice” is defined in Section 2.11.

“Borrowing Subsidiaries” means Union Electric and Genco.

“Business Day” means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

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“Change in Control” means, in respect of any Borrower, (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of twenty percent (20%) or more of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Company; (ii) the Company shall cease to own, directly or indirectly and free and clear of all Liens or other encumbrances (except for such Liens or other encumbrances permitted by Section 6.13), outstanding shares representing 100% of the ordinary voting power represented by the issued and outstanding common stock of (A) in the case of the Company, any of the Borrowing Subsidiaries, and (B) in the case of any other Borrower, such Borrower, in each case on a fully diluted basis, or (iii) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (a) nominated by the board of directors of the Company or a committee or subcommittee thereof to which such power was delegated nor (b) appointed by directors so nominated; provided that any individual who is so nominated in connection with a merger, consolidation, acquisition or similar transaction shall be included in such majority unless such individual was a member of the Company’s board of directors prior thereto.

“CILCO” means Central Illinois Light Company d/b/a AmerenCILCO, an Illinois corporation and, as of the Amendment Effective Date, a subsidiary of the Company.

“CILCORP” means CILCORP Inc., an Illinois corporation, the parent company of CILCO.

“CIPS” means Central Illinois Public Service Company d/b/a AmerenCIPS, an Illinois corporation and, as of the Amendment Effective Date, a subsidiary of the Company.

“Closing Date” means July 14, 2005.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder.

“Commitment” means, for each Lender, the amount set forth (a) on the Commitment Schedule, (b) in an Assignment Agreement executed pursuant to Section 12.3 opposite such Lender’s name, or (c) in a Commitment Increase Amendment, in each case as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.3, as it may be increased pursuant to Section 2.25 or as otherwise modified from time to time pursuant to the terms hereof. Each Commitment shall be an Extended Commitment or a Non-Extended Commitment.

“Commitment Increase” has the meaning assigned to such term in Section 2.25(a).

“Commitment Increase Amendment” has the meaning assigned to such term in Section 2.25(a).

“Commitment Schedule” means the Schedule identifying each Lender’s Commitment as of the Amendment Effective Date attached to the Amendment Agreement and identified as such.

“Commitment Termination Date” means July 14, 2010.

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“Commonly Controlled Entity” means, with respect to any Borrower, any trade or business, whether or not incorporated, which is under common control with such Borrower or any subsidiary of such Borrower within the meaning of Section 4001 of ERISA or that, together with such Borrower or any subsidiary of such Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“Company” means Ameren Corporation, a Missouri corporation.

“Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.4.

“Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.

“Competitive Bid Request” means a request by a Borrower for Competitive Bids in accordance with Section 2.4.

“Competitive Loan” means a Loan made pursuant to Section 2.4.

“Consenting Lender” means, with respect to each Extended Commitment, the Lender that holds such Commitment as a result of such Lender’s (a) consent as of the Amendment Effective Date to the extension of final termination date of its Commitment from the Commitment Termination Date to the Extended Commitment Termination Date with respect to the Commitment it holds on the Amendment Effective Date, (b) agreement pursuant to the Amendment Agreement as of the Amendment Effective Date to increase the amount of its Commitment or to provide a new Commitment, (c) agreement after the Amendment Effective Date pursuant to a Commitment Increase Agreement to increase the amount of its Commitment or to provide a new Commitment, or (d) purchase of an assignment of an Extended Commitment from another Lender. A Lender may hold both an Extended Commitment and a Non-Extended Commitment and in such case will be a “Consenting Lender” in its capacity as holder of the Extended Commitment and a “Declining Lender” in its capacity as holder of the Non-Extended Commitment.

“Consolidated Indebtedness” of a Person means at any time the Indebtedness of such Person and its Subsidiaries (or, solely in the case of the Company, its consolidated subsidiaries) which would be consolidated in the consolidated financial statements of such Person under Agreement Accounting Principles calculated on a consolidated basis as of such time; provided, however, that Consolidated Indebtedness shall exclude any Indebtedness incurred as part of any Permitted Securitization.

“Consolidated Net Worth” of a Person means at any time the consolidated stockholders’ equity, preferred stock and Hybrid Securities of such Person and its Subsidiaries (or, solely in the case of the Company, its consolidated subsidiaries) calculated on a consolidated basis in accordance with Agreement Accounting Principles; provided that the amount of Hybrid Securities included in Consolidated Net Worth shall represent no more than 15% of Consolidated Total Capitalization of the Company.

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“Consolidated Tangible Assets” means, as to the Company, the total amount of all assets of the Company and its consolidated subsidiaries determined in accordance with Agreement Accounting Principles, and, as to any Borrowing Subsidiary, the total amount of all assets of such Borrowing Subsidiary and its consolidated Subsidiaries determined in accordance with Agreement Accounting Principles, minus, to the extent included in the total amount of such Borrower’s and its consolidated subsidiaries’ or Subsidiaries’, as applicable, total assets, the net book value of all (i) goodwill, including, without limitation, the excess cost over book value of any asset, (ii) organization or experimental expenses, (iii) unamortized debt discount and expense, (iv) patents, trademarks, tradenames and copyrights, (v) treasury stock, (vi) franchises, licenses and permits, and (vii) other assets which are deemed intangible assets under Agreement Accounting Principles.

“Consolidated Total Capitalization” means, as to any Borrower at any time, the sum of Consolidated Indebtedness of such Borrower and Consolidated Net Worth of such Borrower, each calculated at such time.

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership.

“Contribution Percentage” means, at any time with respect to each Borrower, the ratio, expressed as a percentage, of such Borrower’s Borrower Sublimit to the aggregate amount of all the Borrower Sublimits at such time; provided that, if the Commitments or all the Borrower Sublimits shall have been terminated, the Contribution Percentages shall be determined based on the Borrower Sublimits most recently in effect prior to such termination. As of the Amendment Effective Date, the Contribution Percentage of each Borrower is (a) in the case of Union Electric, 27.8%, (b) in the case of Genco, 8.3%, and (c) in the case of the Company, 63.9%. The Contribution Percentage with respect to any amount owing by a Borrower shall be determined as of the time such amount became due.

“Conversion/Continuation Notice” is defined in Section 2.12.

“Credit Agreements” means, collectively, the Supplemental Credit Agreement and this Agreement.

“Credit Extension” means the making of an Advance or the issuance of a Letter of Credit hereunder.

“Credit Extension Date” means, with respect to any Borrower, the Borrowing Date for an Advance or the date of issuance of a Letter of Credit to or for the account of such Borrower.

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“Declining Lender” means, with respect to each Non-Extended Commitment, the Lender that holds such Commitment as a result of such Lender’s (a) declining to consent as of the Amendment Effective Date to the extension from the Commitment Termination Date to the Extended Commitment Termination Date of the Commitment it holds on the Amendment Effective Date, or (b) purchase of an assignment of a Non-Extended Commitment from another Lender. A Lender may hold both an Extended Commitment and a Non-Extended Commitment and in such case will be a “Consenting Lender” in its capacity as holder of the Extended Commitment and a “Declining Lender” in its capacity as holder of the Non-Extended Commitment.

“Default” means an event described in Article VII.

“Defaulting Lender” means any Lender, as determined by the Agent, that has (a) failed to perform its obligation to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, unless, in the case of a Loan, such obligation is the subject of a good faith dispute, (b) notified any Borrower, the Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) failed, within three Business Days after written request by the Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, unless in the case of any Lender referred to in this clause (e) the Company, the Agent and each Issuing Bank shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or parent company thereof by a governmental authority or an instrumentality thereof. The Agent shall provide written notice to any Lender determined by the Agent to be a Defaulting Lender hereunder (and the Agent shall provide a copy of such determination to the Company).

“Designated Lender” means, with respect to each Designating Lender, each Eligible Designee designated by such Designating Lender pursuant to Section 12.1.2.

“Designating Lender” means, with respect to each Designated Lender, the Lender that designated such Designated Lender pursuant to Section 12.1.2.

“Designation Agreement” is defined in Section 12.1.2.

“Disclosed Matters” means the events, actions, suits and proceedings and the environmental matters disclosed in the Exchange Act Documents.

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“Documentation Agents” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas and U.S. Bank National Association.

“Dollar” and “$” means the lawful currency of the United States of America.

“Eligible Designee” means a special purpose corporation, partnership, trust, limited partnership or limited liability company that is administered by the respective Designating Lender or an Affiliate of such Designating Lender and (i) is organized under the laws of the United States of America or any state thereof, (ii) is engaged primarily in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and (iii) issues (or the parent of which issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Event” means, as to any Borrower, (a) any Reportable Event with respect to such Borrower or any Commonly Controlled Entity of such Borrower; (b) the existence with respect to any Plan of such Borrower or any Commonly Controlled Entity of such Borrower of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan of such Borrower or any Commonly Controlled Entity of such Borrower; (d) the incurrence by such Borrower or any Commonly Controlled Entity of such Borrower of any liability under Title IV of ERISA with respect to the termination of any Plan of such Borrower or any Commonly Controlled Entity of such Borrower; (e) the receipt by such Borrower or any Commonly Controlled Entity of such Borrower from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan of such Borrower or any Commonly Controlled Entity of such Borrower; (f) the incurrence by such Borrower or any Commonly Controlled Entity of such Borrower of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan of such Borrower or any Commonly Controlled Entity of such Borrower; or (g) the receipt by such Borrower or any Commonly Controlled Entity of such Borrower of any notice, or the receipt by any Multiemployer Plan from such Borrower or any Commonly Controlled Entity of such Borrower of any notice, concerning the imposition of “withdrawal liability” (as defined in Part I of Subtitle E of Title IV of ERISA) or a determination that a Multiemployer Plan of such Borrower or any Commonly Controlled Entity of such Borrower is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

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“Eurodollar Advance” means an Advance which, except as otherwise provided in Section 2.14, bears interest at the applicable Eurodollar Rate.

“Eurodollar Base Rate” means, with respect to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers’ Association LIBOR rate for deposits in Dollars as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, if no such British Bankers’ Association LIBOR rate is available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which JPMCB or one of its affiliate banks offers to place deposits in Dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate amount of JPMCB’s relevant Eurodollar Loan and having a maturity equal to such Interest Period.

“Eurodollar Loan” means a Loan which, except as otherwise provided in Section 2.14, bears interest at the applicable Eurodollar Rate.

“Eurodollar Rate” means, with respect to a Eurodollar Advance to any Borrower for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) (A) in the case of a Eurodollar Advance consisting of Revolving Loans, the then Applicable Margin applicable to such Borrower, changing as and when the Applicable Margin changes and (B) in the case of a Eurodollar Advance consisting of a Competitive Loan or Loans, the Margin applicable to such Loan or Loans.

“Eurodollar Rate Advance” means an Advance consisting of Competitive Loans bearing interest at the Eurodollar Rate.

“Exchange Act Documents” means (a) the Annual Reports of the Company and the Borrowing Subsidiaries to the SEC on Form 10-K for the fiscal year ended December 31, 2008, (b) the Quarterly Reports of the Company and the Borrowing Subsidiaries to the SEC on Form 10-Q for the fiscal quarter ended March 31, 2009 and (c) all Current Reports of the Company and the Borrowing Subsidiaries to the SEC on Form 8-K from January 1, 2009, to June 26, 2009.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Agent is incorporated or organized or any political combination or subdivision or taxing authority thereof or (ii) the jurisdiction in which the Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located, or any political combination or subdivision or taxing authority thereof.

“Exhibit” refers to an exhibit to this Agreement, unless another document is specifically referenced.

“Existing Illinois Credit Agreements” means (a) the Credit Agreement dated as of July 14, 2006, among the Illinois Utilities, Resources, CILCORP, the lenders from time to time party thereto and JPMCB, as agent and (b) the Credit Agreement dated as of February 9, 2007, among the Illinois Utilities, Resources, CILCORP, the lenders from time to time party thereto and JPMCB, as agent.

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“Existing Intercompany Note” means the Amended and Restated Promissory Note, dated May 1, 2000 and as amended and restated on May 1, 2005, between Genco, as maker and CIPS, as payee.

“Existing UE Indenture” means the Indenture of Mortgage and Deed of Trust dated as of June 15, 1937, as heretofore or from time to time hereafter supplemented and amended, between Union Electric and The Bank of New York Mellon, as Trustee.

“Extended Commitment” means each Commitment that terminates on the Extended Commitment Termination Date.

“Extended Commitment Termination Date” means July 14, 2011.

“Facility Fee” is defined in Section 2.8.1.

“Facility Termination Date” means the first date on which the Availability Termination Date shall have occurred as to each Borrower.

“Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:00 a.m. (New York time) on such day on such transactions received by the Agent from three Federal Funds brokers of recognized standing selected by the Agent in its sole discretion.

“Federal Power Act” means The Federal Power Act, 16 U.S.C. §§ 791(a), et seq., as amended.

“FERC” means the Federal Energy Regulatory Commission.

“FERC Limit” means, as to each Borrowing Subsidiary, the amount set forth below opposite the name of such Borrowing Subsidiary:

Borrowing Subsidiary	FERC Limit
Union Electric	$	1,000,000,000
Genco	$	500,000,000

“First Mortgage Bonds” means bonds or other indebtedness issued by Union Electric pursuant to the Existing UE Indenture.

“Fitch” means Fitch Ratings and any successor thereto.

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“Fixed Rate” means, with respect to any Competitive Loan (other than a Eurodollar Rate Advance), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.

“Fixed Rate Advance” means an Advance consisting of Competitive Loans bearing interest at a Fixed Rate.

“Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate.

“Floating Rate” means, for any day, with respect to a Borrower, a rate per annum equal to the sum of (i) the Alternate Base Rate for such day, changing when and as the Alternate Base Rate changes, plus (ii) the then Applicable Margin applicable to such Borrower, changing as and when the Applicable Margin changes.

“Floating Rate Advance” means an Advance which, except as otherwise provided in Section 2.14, bears interest at the Floating Rate.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Genco” means Ameren Energy Generating Company, an Illinois corporation and a Subsidiary of the Company.

“Hybrid Securities” means, on any date (the “Determination Date”), any securities, other than common stock, issued by the Company or a Hybrid Vehicle that meet the following criteria: (a) such securities are classified as possessing a minimum of “intermediate equity content” by S&P, Basket C equity credit by Moody’s, and 50% equity credit by Fitch (or the equivalent classifications then in effect by such agencies), (b) such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to a date at least one year after the Commitment Termination Date and (c) the claims of holders of any such securities that are Indebtedness are subordinated to the claims of the Lenders in respect of the Obligations of the Company on terms reasonably satisfactory to the Agent. As used in this definition, “mandatory redemption” shall not include conversion of a security into common stock of the Company or the applicable Hybrid Vehicle.

“Hybrid Vehicle” means a special purpose subsidiary directly owned by the Company, or a trust formed by the Company, in each case for the sole purpose of issuing Hybrid Securities and which conducts no business other than the issuance of Hybrid Securities and activities incidental thereto.

“Illinois Utility” means each of IP, CIPS and CILCO.

“Inactive Subsidiary” means any Subsidiary of a Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $1,000,000 and (c) does not have any Indebtedness outstanding.

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“Indebtedness” of a Person means, at any time, without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (other than current accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, bonds, debentures, acceptances, or other instruments, (v) obligations to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, (vi) Capitalized Lease Obligations (except for Capitalized Lease Obligations entered into by Union Electric in connection with the Peno Creek Project or the Audrain Project), (vii) Contingent Obligations of such Person, (viii) reimbursement obligations under letters of credit, bankers acceptances, surety bonds and similar instruments issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable, (ix) Off-Balance Sheet Liabilities, (x) obligations under Sale and Leaseback Transactions, (xi) Net Mark-to-Market Exposure under Rate Management Transactions and (xii) any other obligation for borrowed money which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person.

“Interest Period” means (a) with respect to a Eurodollar Advance, a period of one, two, three or six months (or such other period as may be agreed by each Lender), commencing on the date of such Advance and ending on but excluding the day which corresponds numerically to such date one, two, three or six months (or such other period as each Lender shall have agreed) thereafter and (b) with respect to any Fixed Rate Advance, the period (which shall not be less than 7 days or more than 360 days) commencing on the date of such Advance and ending on the date specified in the applicable Competitive Bid Request; provided, however, that (i) in the case of Eurodollar Advances, if there is no such numerically corresponding day in such next, second, third or sixth succeeding month (or in the last calendar unit of such other period as each Lender shall have agreed), such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month (or of such calendar unit of such other approved period), (ii) if an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day and (iii) no Interest Period in respect of an Advance to any Borrower may end after the Availability Termination Date for such Borrower. For purposes hereof, the date of an Advance initially shall be the date on which such Advance is made and, in the case of an Advance comprising Revolving Loans, thereafter shall be the effective date of the most recent conversion or continuation of such Loans.

“Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), undertaking of any Contingent Obligation in respect of any obligation of any other Person or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificates of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.

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“IP” means Illinois Power Company d/b/a AmerenIP, an Illinois corporation and, as of the Amendment Effective Date, a subsidiary of the Company.

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means, at any time, JPMCB and each other person that shall have become an Issuing Bank hereunder as provided in Section 2.6(j), each in its capacity as an issuer of Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Issuing Bank Agreement” is defined in Section 2.6(j).

“JPMCB” means JPMorgan Chase Bank, N.A.

“LC Commitment” means, as to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 2.6. The initial amount of each Issuing Bank’s LC Commitment is set forth on the LC Commitment Schedule, or in the case of any additional Issuing Bank, as provided in Section 2.6(j).

“LC Commitment Schedule” means the Schedule identifying each Issuing Bank’s LC Commitment as of the Amendment Effective Date attached hereto and identified as such.

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the applicable Borrowers at such time. The LC Exposure of any Lender at any time shall be its Pro Rata Share of the total LC Exposure at such time.

“LC Participation Fee” is defined in Section 2.8.2.

“Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns as well as any Person that becomes a “Lender” hereunder pursuant to Sections 2.22 or 2.25, in each case until such time as such Person ceases to be a Lender hereunder.

“Lending Installation” means, with respect to a Lender or the Agent, the office, branch, subsidiary or affiliate of such Lender or the Agent listed on the signature pages hereof or on the administrative information sheets provided to the Agent in connection herewith or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.20.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

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“Leveraged Lease Sales” means sales by the Company or any Subsidiary of investments, in existence on the date hereof, in assets leased to an unaffiliated lessee under leveraged lease arrangements in existence on the date hereof, including any transactions between and among the Company and/or subsidiaries that are necessary to effect the sale of such investments to a Person other than the Company or any of its Subsidiaries.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement, and, in the case of stock, stockholders agreements, voting trust agreements and all similar arrangements).

“Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“Loan Documents” means this Agreement and all other documents, instruments, notes (including any Notes issued pursuant to Section 2.16 (if requested)) and agreements executed in connection herewith or therewith or contemplated hereby or thereby, as the same may be amended, restated or otherwise modified and in effect from time to time.

“Margin” means, with respect to any Competitive Loan bearing interest at a rate based on the Eurodollar Base Rate, the marginal rate of interest, if any, to be added to or subtracted from the Eurodollar Base Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.

“Material Adverse Effect” means, with respect to any Borrower, a material adverse effect on (i) the business, Property, condition (financial or otherwise), operations or results of operations of such Borrower, or such Borrower and its Subsidiaries taken as a whole, (ii) the ability of such Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents against such Borrower or the rights or remedies of the Agent or the Lenders thereunder.

“Material Indebtedness” means any Indebtedness (other than any Indebtedness incurred as part of any Permitted Securitization) in an outstanding principal amount of $25,000,000 or more in the aggregate (or the equivalent thereof in any currency other than Dollars).

“Material Indebtedness Agreement” means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

“Maturity Date” means (a) in the case of the Company, the Extended Commitment Termination Date, and (b) in the case of any Borrowing Subsidiary, June 29, 2010, or any date to which such Borrowing Subsidiary’s Maturity Date shall have been extended as provided in Section 2.23(b).

“Money Pool Agreements” means, collectively, (i) that certain Ameren Corporation System Utility Money Pool Agreement, dated as of March 25, 1999, by and among the Company, Ameren Services Company, Union Electric, CIPS, CILCO, IP and Resources, as

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amended from time to time (including, without limitation, the addition of any of their Affiliates as parties thereto), and (ii) that certain Ameren Corporation System Non-Regulated Subsidiary Money Pool Agreement, dated as of February 27, 2003, by and among the Company, Ameren Services Company, Genco and certain Subsidiaries of the Company excluding Union Electric, CIPS, CILCO and IP, as amended from time to time (including, without limitation, the addition of any of their Affiliates, other than Union Electric, CIPS, CILCO and IP, as parties thereto).

“Moody’s” means Moody’s Investors Service, Inc.

“Moody’s Rating” is defined in the Pricing Schedule.

“Multiemployer Plan” means, with respect to a Borrower or a Commonly Controlled Entity of such Borrower, a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which either is required to contribute.

“Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions. “Unrealized losses” means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

“New Illinois Agreement” means the Credit Agreement, dated as of the Amendment Effective Date among the Company, CIPS, CILCO, IP, the lenders party thereto and JPMCB, as agent thereunder, as it may be amended, restated, supplemented or otherwise modified and as in effect from time to time.

“Non-Extended Commitment” means each Commitment that terminates on the Commitment Termination Date.

“Non-Material Subsidiary” means, with respect to any Borrower, any Subsidiary of such Borrower (a) the consolidated assets of which equal less than $10,000,000, and (b) the consolidated revenues of which equal less than $10,000,000, in each case as of the end of or for the most recent period of four consecutive fiscal quarters for which annual or quarterly financial statements of the Borrower have been filed with the SEC; provided that if at the end of the most recent fiscal quarter or for the most recent period of four consecutive fiscal quarters the combined consolidated assets or combined consolidated revenues of all Subsidiaries of a Borrower that under clauses (a) and (b) above would constitute Non-Material Subsidiaries shall have exceeded 1% of the consolidated total assets or 1% of the consolidated revenues of such Borrower and its Subsidiaries, then one or more of such excluded Subsidiaries shall for all purposes of this Agreement be deemed not to be Non-Material Subsidiaries with respect to such Borrower in descending order based on the amounts of their consolidated assets until such excess shall have been eliminated. A Subsidiary shall be deemed to be a Non-Material Subsidiary with respect to a Borrower only from and after the date on which such Subsidiary is expressly designated as a Non-Material Subsidiary by written notice to the Agent executed by an Authorized Officer of such Borrower or an Authorized Officer of the Company acting on behalf of such Borrower.

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“Non-U.S. Lender” means a Lender that is not a U.S. Person.

“Note” is defined in Section 2.16.

“Obligations” means, with respect to any Borrower, all Loans, reimbursement obligations in respect of LC Disbursements, advances, debts, liabilities, obligations, covenants and duties owing by such Borrower to the Agent, any Issuing Bank, any Lender, the Arrangers, any affiliate of the Agent, any Issuing Bank, any Lender or the Arrangers, or any indemnitee under the provisions of Section 9.6 or any other provisions of the Loan Documents, in each case of any kind or nature, present or future, arising under this Agreement or any other Loan Document, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, foreign exchange risk, guaranty, indemnification, or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired. The term includes, without limitation, all interest, charges, expenses, fees, attorneys’ fees and disbursements, paralegals’ fees (in each case whether or not allowed), and any other sum chargeable to any Borrower under this Agreement or any other Loan Document.

“Off-Balance Sheet Liability” of a Person means the principal component of (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability under any Sale and Leaseback Transaction which is not a Capitalized Lease, (iii) any liability under any so-called “synthetic lease” or “tax ownership operating lease” transaction entered into by such Person, or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person, but excluding from this clause (iv) Operating Leases.

“Operating Lease” of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

“Original Credit Agreement” has the meaning assigned to such term in the preamble hereto.

“Other Taxes” is defined in Section 3.5(ii).

“Outstanding Credit Exposure” means, as to any Lender at any time, the aggregate principal amount of its (i) Revolving Loans, (ii) Competitive Loans and (iii) LC Exposure outstanding at such time.

“Participants” is defined in Section 12.2.1.

“Payment Date” means the last day of each March, June, September and December and the Facility Termination Date.

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“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Peno Creek Project” means the Chapter 100 financing transaction and agreements related thereto entered into between Union Electric and the City of Bowling Green, Missouri (the “City”) pursuant to which (i) Union Electric conveyed to and leased from the City certain land and improvements including four combustion turbine generating units, and (ii) the City issued indebtedness (which was purchased by Union Electric) to finance the acquisition of such Property.

“Permitted Illinois Utility Combination” means one or more related transactions in which (a) any or all the Illinois Utilities merge, combine or consolidate with any other subsidiary of the Company (including any subsidiary formed for such purpose) and/or one another, (b) the resulting entity succeeds to all the assets and obligations of the constituent entities; provided that no Default or Unmatured Default shall have occurred and be continuing at the time of, or after giving effect to, the consummation of such transaction or transactions, and (c) such transaction shall comply in all respects with the requirements of the New Illinois Agreement.

“Permitted Securitization” means any sale, grant and/or contribution, or series of related sales, grants and/or contributions, by a Borrowing Subsidiary or any subsidiary of such Borrowing Subsidiary of Receivables to a trust, corporation or other entity, where the purchase of such Receivables is funded or exchanged in whole or in part by the incurrence or issuance by the purchaser, grantee or any successor entity of Indebtedness or securities that are to receive payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by an SPC owed to such Borrowing Subsidiary or to a subsidiary of such Borrowing Subsidiary which Indebtedness represents all or a portion of the purchase price or other consideration paid by the SPC for such receivables or interest therein), where (a) any recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrowing Subsidiary or any subsidiary (other than any SPC that is a party to such transaction) of such Borrowing Subsidiary in respect of Receivables sold, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under applicable laws (including debtor relief laws), (b) any recourse, repurchase, hold harmless, indemnity or similar obligations of any SPC in respect of Receivables sold, granted or contributed or payments made in respect thereof, are customary for transactions of this type and (c) such securitization transaction is authorized pursuant to state legislation specifically authorizing such securitizations and, if such regulation so requires, by an order of the Missouri Public Service Commission.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means, with respect to any Borrower or a Commonly Controlled Entity of such Borrower at a particular time, any employee benefit plan (other than a Multiemployer Plan) which is covered by ERISA or Section 412 of the Code and in respect of which such Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

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“Pricing Schedule” means the Schedule identifying the Applicable Margin and Applicable Fee Rate attached hereto and identified as such.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by JPMCB (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Pro Rata Share” means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender’s Commitment at such time and the denominator of which is the Aggregate Commitment at such time (in each case, as such Commitments and Aggregate Commitments are adjusted from time to time in accordance with the provisions of this Agreement). If the Aggregate Commitment has been terminated, each Lender’s Pro Rata Share shall be a fraction the numerator of which is such Lender’s Outstanding Credit Exposure at such time and the denominator of which is the Aggregate Outstanding Credit Exposure at such time (and if there shall be no Outstanding Credit Exposures at such time, the Lenders’ Pro Rata Shares shall be determined on the basis of the Outstanding Credit Exposures then most recently in effect).

“Project Finance Subsidiary” means any Subsidiary created for the purpose of obtaining non-recourse financing for any operating asset that is the sole and direct obligor of Indebtedness incurred in connection with such financing. A Subsidiary shall be deemed to be a Project Finance Subsidiary only from and after the date on which such Subsidiary is expressly designated as a Project Finance Subsidiary to the Agent by written notice executed by an Authorized Officer; provided that in no event shall any Borrowing Subsidiary be designated or deemed a Project Finance Subsidiary.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Purchasers” is defined in Section 12.3.1.

“Rate Management Transaction” means any transaction linked to one or more interest rates, foreign currencies, or equity prices (including an agreement with respect thereto) now existing or hereafter entered by a Borrower or a Subsidiary (other than a Project Finance Subsidiary) which is a rate swap, basis swap, forward rate transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof.

“Receivables” shall mean any accounts receivable, payment intangibles, notes receivable, right to receive future payments and related rights of a Borrowing Subsidiary or any subsidiary of such Borrowing Subsidiary in respect of the recovery of deferred power supply costs and/or other costs through charges applied and invoiced to customers of such Borrowing Subsidiary or such subsidiary, as authorized by an order of a public utilities commission pursuant to state legislation specifically authorizing the securitization thereof, or any interests therein.

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“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks, non-banks and non-broker lenders for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by foreign lenders for the purpose of purchasing or carrying margin stock (as defined therein).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued under Section 4043 of ERISA, other than those events as to which the thirty day notice period is waived under Sections .21, .22, .23, .26, .27 or .28 of PBGC Reg. § 4043.

“Required Lenders” means Lenders in the aggregate having greater than fifty percent (50%) of the Aggregate Commitment; provided that for purposes of declaring the Loans to be due and payable pursuant to Article VIII and for all purposes after the Loans have become due and payable pursuant to Article VIII and the Aggregate Commitment has been terminated, “Required Lenders” shall mean Lenders in the aggregate holding greater than fifty percent (50%) of the Aggregate Outstanding Credit Exposure.

“Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on “Eurocurrency liabilities” (as defined in Regulation D).

“Resources” means AmerenEnergy Resources Generating Company, an Illinois corporation and a subsidiary of the Company.

“Resources Permitted Debt” means Indebtedness of Resources under one or more Resources Permitted Financings in an aggregate principal amount for all such Indebtedness at any time outstanding not to exceed $300,000,000.

“Resources Permitted Financing” means a revolving or term loan facility entered into by Resources with a non-Affiliate of the Company or a note or bond issuance by Resources providing for general working capital and financing needs (as opposed to financing the acquisition, construction or lease of specific equipment or premises); provided that no Borrower or Subsidiary shall have provided a guarantee with respect to such Indebtedness or otherwise be liable for repayment of any obligations with respect to such facility or issuance.

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“Revolving Advance” means an Advance comprised of Revolving Loans.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and such Lender’s LC Exposure at such time.

“Revolving Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its commitment to lend set forth in Section 2.1 (and any conversion or continuation thereof).

“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“S&P Rating” is defined in the Pricing Schedule.

“Sale and Leaseback Transaction” means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.

“Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

“SEC” means the Securities and Exchange Commission.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“SPC” means a special purpose, bankruptcy-remote Person formed for the sole and exclusive purpose of engaging in activities in connection with the purchase, sale and financing of Receivables in connection with and pursuant to a Permitted Securitization.

“subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

“Subsidiary” means, with respect to each Borrower, any subsidiary of such Borrower; provided that, in the case of the Company, “Subsidiary” means only each subsidiary of the Company other than CILCORP, the Illinois Utilities, the subsidiaries of CILCORP and the subsidiaries of the Illinois Utilities. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary (as defined above) of the Company.

“Subsidiary Maturity Date Extension Request” is defined in Section 2.23.

“Subsidiary Sublimit” means (a) as to Genco, $150,000,000 and (b) as to Union Electric, $500,000,000 or, in the case of any Borrowing Subsidiary, any lesser amount to which the Subsidiary Sublimit of such Borrowing Subsidiary shall have been reduced pursuant to Section 2.8.3.

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“Substantial Portion” means, with respect to the Property of a Borrower and its Subsidiaries, Property which represents more than 10% of the consolidated assets of such Borrower and its Subsidiaries or property which is responsible for more than 10% of the consolidated net sales or of the consolidated net income of such Borrower and its Subsidiaries, in each case, as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the four fiscal quarter period ending with the fiscal quarter immediately prior to the fiscal quarter in which such determination is made (or if financial statements have not been delivered hereunder for that fiscal quarter which ends the four fiscal quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter).

“Supplemental Credit Agreement” means the Supplemental Credit Agreement dated as of the Amendment Effective Date among the Borrowers, certain of the Lenders and the Agent, as amended from time to time.

“Syndication Agent” means Barclays Bank PLC.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes.

“Transferee” is defined in Section 12.4.

“2005 Act” means the Public Utility Holding Company Act of 2005, as it may be amended (together with all rules, regulations and orders promulgated or otherwise issued in connection therewith).

“Type” means, with respect to any Advance, its nature as a Fixed Rate Advance, Floating Rate Advance or Eurodollar Advance.

“Union Electric” means Union Electric Company d/b/a AmerenUE, a Missouri corporation and a Subsidiary of the Company.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

1.2. Plural Forms. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

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ARTICLE II

THE CREDITS

2.1. Commitment. Subject to the satisfaction of the conditions precedent set forth in Section 4.1 and 4.2, as applicable, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to each Borrower from time to time from and including the Closing Date and prior to the Availability Termination Date for such Borrower in an amount not to exceed its Pro Rata Share of the Available Aggregate Commitment; provided that (i) at no time shall the Aggregate Outstanding Credit Exposure exceed the Aggregate Commitment, (ii) at no time shall the Revolving Credit Exposure of any Lender exceed its Commitment and (iii) at no time shall the Borrower Credit Exposure of any Borrower exceed the Borrower Sublimit of such Borrower. Subject to the terms of this Agreement, each Borrower may, severally and not jointly with the other Borrowers, borrow, repay and reborrow Revolving Loans at any time prior to the Availability Termination Date for such Borrower. The commitment of each Lender to lend to each Borrower hereunder shall automatically expire on the Availability Termination Date for such Borrower.

2.2. Required Payments; Termination. Each Borrower, severally and not jointly with the other Borrowers, hereby unconditionally promises to pay (i) to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower on the Availability Termination Date for such Borrower, and (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day of the Interest Period applicable to such Loan, which shall not be later than the Availability Termination Date for such Borrower. Notwithstanding the termination of the Commitments under this Agreement, until all of the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.

2.3. Loans. Each Advance hereunder shall consist of (a) Revolving Loans made by the Lenders ratably in accordance with their Pro Rata Shares of the Aggregate Commitment or (b) Competitive Loans.

2.4. Competitive Bid Procedure.

(a)Subject to the terms and conditions set forth herein, each Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans from time to time prior to the Availability Termination Date for such Borrower; provided that (i) the Aggregate Outstanding Credit Exposure at any time shall not exceed the Aggregate Commitment and (ii) at no time shall the Borrower Credit Exposure of any Borrower exceed the Borrower Sublimit of such Borrower. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may, severally and not jointly with the other Borrowers, borrow, repay and reborrow Competitive Loans.

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(b) To request Competitive Bids, the applicable Borrower shall notify the Agent of such request by telephone, in the case of a Eurodollar Rate Advance, not later than 11:00 a.m., New York time, four Business Days before the date of the proposed Advance and, in the case of a Fixed Rate Advance, not later than 10:00 a.m., New York time, one Business Day before the date of the proposed Advance; provided that each Borrower may submit up to (but not more than) two Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Agent of a written Competitive Bid Request in a form approved by the Agent and signed by the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information:

(i) the Borrower requesting an Advance;

(ii) the aggregate amount of the requested Advance;

(iii) the date of such Advance, which shall be a Business Day;

(iv) whether such Advance is to be a Eurodollar Rate Advance or a Fixed Rate Advance; and

(v) the Interest Period to be applicable to such Advance, which shall be a period contemplated by the definition of the term “Interest Period”.

Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.

(c) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Agent and must be received by the Agent by telecopy, in the case of a Eurodollar Rate Advance, not later than 10:30 a.m., New York time, three Business Days before the proposed date of such Advance, and in the case of a Fixed Rate Advance, not later than 10:30 a.m., New York time, on the proposed date of such Advance. Competitive Bids that do not conform substantially to the form approved by the Agent may be rejected by the Agent, and the Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Advance requested by such Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof.

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(d) The Agent shall promptly notify the applicable Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.

(e) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. Such Borrower shall notify the Agent by telephone, confirmed by telecopy in a form approved by the Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Eurodollar Rate Advance, not later than 10:30 a.m., New York time, three Business Days before the date of the proposed Advance, and in the case of a Fixed Rate Advance, not later than 10:30 a.m., New York time, on the proposed date of the Advance; provided that (i) the failure of a Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) a Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by a Borrower shall not exceed the aggregate amount of the requested Advance specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, a Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by the applicable Borrower. A notice given by a Borrower pursuant to this paragraph shall be irrevocable.

(f) The Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.

(g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Agent pursuant to paragraph (c) of this Section.

2.5. [omitted].

2.6. Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, (i) each Borrower may request the issuance of Letters of Credit for its own account and (ii) the Company may request the issuance of Letters of Credit for its own account and, jointly, for the account of any

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of its subsidiaries (other than Union Electric, Genco or any Illinois Utility) (and in each case under this clause (ii), the Company shall be considered the sole Borrower under such Letter of Credit for purposes of this Agreement notwithstanding any listing of any subsidiary of the Company as an account party or applicant with respect to such Letter of Credit), in each case in a form reasonably acceptable to the Agent and the applicable Issuing Bank, at any time and from time to time prior to the Availability Termination Date for such Borrower (with respect to any Letter of Credit referred to in clause (i) of this sentence) or the Company (with respect to any Letter of Credit referred to in clause (ii) of this sentence), as the case may be. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit referred to in clause (ii) of the first sentence of this paragraph, it will be fully responsible for the reimbursement of LC Disbursements, the payment of interest thereon and the payment of LC Participation Fees and other fees due under Section 2.8.2 to the same extent as if it were the sole account party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor of the obligations of any subsidiary that shall be a joint account party in respect of any such Letter of Credit).

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or account parties with respect to such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit, such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Aggregate Outstanding Credit Exposure will not exceed the Aggregate Commitment, (ii) the Revolving Credit Exposure of any Lender will not exceed its Commitment, (iii) the Borrower Credit Exposure of any Borrower will not exceed the Borrower Sublimit of such Borrower, (iv) the portion of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing Bank will not exceed the LC Commitment of such Issuing Bank, (v) if the Commitment Termination Date shall not have yet occurred, the portion of the LC Exposure attributable to Letters of Credit with expiry dates after the Commitment Termination Date will not exceed the aggregate amount of the Extended Commitments and (vi) the LC Exposure will not exceed $287,500,000. If the Required Lenders notify the Issuing Banks that a Default exists with respect to any Borrower and instruct the Issuing Banks to

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suspend the issuance, amendment, renewal or extension of Letters of Credit for the account of such Borrower, no Issuing Bank shall issue, amend, renew or extend any Letter of Credit for the account of such Borrower or the Company without the consent of the Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall have delivered such notice agrees promptly to withdraw it at such time as no Default exists).

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Availability Termination Date for the applicable Borrower; provided that, with the prior consent of the Agent and the applicable Issuing Bank, a Letter of Credit may be extended beyond the fifth Business Day prior to the Availability Termination Date for the applicable Borrower so long as the applicable Borrower has deposited in an account with the Agent, in the name of the Agent and for the benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to documentation reasonably satisfactory to the Agent and such Issuing Bank, an amount in cash equal to the aggregate amount of all of its outstanding Letters of Credit with an expiration date later than the fifth Business Day prior to the Availability Termination Date for the applicable Borrower.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender’s Pro Rata Share of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, such Borrower may, subject

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to the conditions to borrowing set forth herein, request in accordance with Section 2.1 that such payment be financed with a Floating Rate Advance in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Floating Rate Advance. If such Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Agent its Pro Rata Share of the payment then due from such Borrower, in the same manner as provided in Section 2.11 with respect to Loans made by such Lender (and Section 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Agent of any payment from such Borrower pursuant to this paragraph, the Agent shall distribute such payment to such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of a Floating Rate Advance as contemplated above) shall not constitute a Loan and shall not relieve such Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be several, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, such Borrower’s obligations hereunder. None of the Agent, the Lenders or the Issuing Banks, or any of their respective affiliates, directors, officers or employees, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to a Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s wrongful honor or rejection of any such Letter of Credit to the extent arising out of the Issuing Banks’ gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance of the foregoing and without limiting the generality thereof, but subject to any non-waivable provisions of the laws and/or other rules to which a Letter of Credit is subject, the parties agree

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that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Agent and the applicable Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Floating Rate Advances; provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.14 shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Cash Collateralization. If any Default with respect to a Borrower shall occur and be continuing, on the Business Day that such Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, such Borrower shall deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to the portion of the LC Exposure as of such date attributable to Letters of Credit issued for the account of such Borrower; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Default with respect to such Borrower described in Sections 7.6 or 7.7. Such deposit shall be held by the Agent as collateral for the payment and performance of the Obligations of such Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made only if and to the extent requested by such Borrower and then only at the option and sole discretion of the Agent, and all at such Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse each Issuing Bank for LC Disbursements under Letters of Credit issued for the account of such Borrower for which it has not been reimbursed and, to the extent not so

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applied, shall be held for the satisfaction of future reimbursement obligations under Letters of Credit issued for the account of such Borrower or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of such Borrower under this Agreement. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default with respect to such Borrower, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business Days after all Defaults with respect to such Borrower have been cured or waived. If at any time the cash collateral of any Borrower shall exceed such portion of the LC Exposure as of such date attributable to Letters of Credit issued for the account of such Borrower, the Agent shall apply such excess funds to the payment of such Borrower’s Obligations or (i) if no such Obligations are then due and owing and no Default with respect to such Borrower shall exist, shall release such excess funds to such Borrower or (ii) if no such Obligations are outstanding (other than contingent Obligations in respect of Letters of Credit which are fully collateralized), such excess amount shall be released to such Borrower notwithstanding the existence of a Default in respect of such Borrower.

(j) Designation of Additional Issuing Banks. From time to time, the Borrowers may by notice to the Agent and the Lenders designate as additional Issuing Banks one or more Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender of any appointment as an Issuing Bank hereunder shall be evidenced by an agreement (an “Issuing Bank Agreement”), which shall be in a form satisfactory to the Borrowers and the Agent, shall set forth the LC Commitment of such Lender and shall be executed by such Lender, the Borrowers and the Agent and, from and after the effective date of such agreement, (i) such Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to include such Lender in its capacity as an Issuing Bank.

2.7. Types of Advances. Revolving Advances may be Floating Rate Advances or Eurodollar Advances, or a combination thereof, selected by the applicable Borrower in accordance with Sections 2.11 and 2.12. Competitive Loans may be Eurodollar Rate Advances or Fixed Rate Advances, or a combination thereof, selected by the applicable Borrower in accordance with Section 2.4.

2.8. Facility Fee; Letter of Credit Fees; Reductions in Aggregate Commitment and Borrower Sublimits.

2.8.1 Facility Fee. Each of the Borrowers agrees, severally and not jointly, to pay to the Agent for the account of each Lender a facility fee (the “Facility Fee”) at a per annum rate equal to, in the case of each Borrower, the Applicable Fee Rate for it on its Contribution Percentage of such Lender’s Non-Extended Commitment and Extended Commitment (whether used or unused) from and including the Closing Date to and including the first date following the Amendment Effective Date on which such Borrower’s Borrower Credit Exposure shall be zero and the Borrower Sublimit of such Borrower shall be reduced to zero pursuant to Section 2.8.3, payable quarterly in arrears on each Payment Date hereafter and on the Facility Termination

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Date, provided that, if any Lender continues to have Revolving Credit Exposure outstanding in respect of any Commitment hereunder after the termination of such Commitment (including, without limitation, during any period when Loans or Letters of Credit may be outstanding but new Loans or Letters of Credit may not be borrowed or issued hereunder under a class of Commitments), then the Facility Fee shall continue to accrue on the aggregate principal amount of the Revolving Credit Exposure of such Lender incurred in respect of such Commitment until such Lender ceases to have any Revolving Credit Exposure in respect of such Commitment and shall be payable on demand.

2.8.2 Letter of Credit Fees. Each Borrower agrees, severally and not jointly with the other Borrowers, to pay (i) to the Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at the Applicable Fee Rate on the average daily amount of that portion of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between such Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of such Issuing Bank’s LC Commitments and the date on which there ceases to be any such LC Exposure attributable to Letters of Credit issued by such Issuing Bank for such Borrower, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees accrued for the account of any Borrower shall be payable on the Availability Termination Date for such Borrower and any such fees accruing after the Availability Termination Date for such Borrower shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable promptly upon receipt of an invoice therefor.

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2.8.3 Termination of and Reductions in Aggregate Commitment and Borrower Sublimits. The Non-Extended Commitments of each Declining Lender will automatically terminate on the Commitment Termination Date. The Aggregate Commitment and the Extended Commitments of each Consenting Lender will automatically terminate on the Extended Commitment Termination Date. The Company (on behalf of itself and all the other Borrowers) may permanently reduce the Aggregate Commitment (with or without reducing any Borrower Sublimit) and each Borrowing Subsidiary, or the Company on such Borrowing Subsidiary’s behalf, may permanently reduce its respective Borrower Sublimit (with or without reducing the Aggregate Commitment), in each case, in whole or in part and without penalty or premium, ratably among the Lenders in integral multiples of $5,000,000, upon at least three (3) Business Days’ written notice to the Agent, which notice shall specify, as applicable (a) the aggregate amount of any such reduction and/or (b) the individual amount by which the applicable Borrower Sublimits shall be reduced, provided, however, that (i) the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure and (ii) the Borrower Sublimit of any Borrower may not be reduced below the Borrower Credit Exposure of such Borrower. Any reduction of the Aggregate Commitment under this Section (other than the first sentence hereof) shall, as provided in Section 2.23(a), reduce ratably the Commitments of all the Lenders, whether such Commitments are Extended Commitments or Non-Extended Commitments.

2.9. Minimum Amount of Each Advance. Each Eurodollar Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), and each Floating Rate Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), provided, however, that (i) any Floating Rate Advance may be in the amount of the Available Aggregate Commitment and (ii) any Floating Rate Advance to a Borrower may be in the amount equal to the lesser of the Available Aggregate Commitment and the amount by which the Borrower Sublimit of such Borrower exceeds the Borrower Credit Exposure of such Borrower.

2.10. Optional Principal Payments. Each Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances of such Borrower, or any portion of such outstanding Floating Rate Advances, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof (or, if less, the remaining outstanding principal amount of such Borrower’s Floating Rate Advances), upon at least one (1) Business Day’s prior notice to the Agent. Each Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances of such Borrower, or any portion of such outstanding Eurodollar Advances, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof (or, if less, the remaining outstanding principal amount of such Borrower’s Eurodollar Advances), upon at least three (3) Business Days’ prior notice to the Agent; provided that no Competitive Loan may be prepaid without the consent of the applicable Lender. Any optional payment of Advances (other than Competitive Loans) under this Section shall, as provided in Section 2.23(a), be applied ratably to the Advances (other than Competitive Loans) of all the Lenders, whether such Advances shall have been made pursuant to Extended Commitments or Non-Extended Commitments.

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2.11. Method of Selecting Types and Interest Periods for New Revolving Advances. The applicable Borrower shall select the Type of each Revolving Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto; provided that there shall be no more than five (5) Interest Periods in effect with respect to all of the Revolving Loans of any single Borrower at any time, unless such limit has been waived by the Agent in its sole discretion. The applicable Borrower shall give the Agent irrevocable notice (a “Borrowing Notice”) not later than 11:00 a.m. (New York time) on the Borrowing Date of each Floating Rate Advance and three Business Days before the Borrowing Date for each Eurodollar Advance, specifying:

(i) the Borrower requesting such Borrowing,

(ii) the Borrowing Date, which shall be a Business Day, of such Advance,

(iii) the aggregate amount of such Advance,

(iv) the Type of Advance selected, and

(v) in the case of each Eurodollar Advance, the Interest Period applicable thereto.

The Agent shall provide written notice of each request for borrowing under this Section 2.11 by 11:00 a.m. (New York time) (or, if later, within one hour after receipt of the applicable Borrowing Notice from such Borrower) on each Borrowing Date for each Floating Rate Advance or on the third Business Day prior to each Borrowing Date for each Eurodollar Advance, as applicable. Not later than 1:00 p.m. (New York time) on each Borrowing Date, each Lender shall make available its Revolving Loan or Revolving Loans in Federal or other funds immediately available in New York to the Agent at its address specified pursuant to Article XIII. The Agent will promptly make the funds so received from the Lenders available to such Borrower at the Agent’s aforesaid address.

2.12. Conversion and Continuation of Outstanding Revolving Advances; No Conversion or Continuation of Eurodollar Advances After Default. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.12 or are repaid in accordance with Section 2.10. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.10 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.9, a Borrower may elect from time to time to convert all or any part of an Advance of any Type into any other Type or Types of Advances; provided that any conversion of any Eurodollar Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. Notwithstanding anything to the contrary contained in this Section 2.12, during the continuance of a Default or an Unmatured Default with respect to a Borrower, the Agent may (or shall at the direction of the Required Lenders), by notice to such Borrower, declare that no Advance of such Borrower may be made,

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converted or continued as a Eurodollar Advance. The applicable Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate Advance to a Eurodollar Advance or continuation of a Eurodollar Advance, not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to the date of the requested conversion or continuation, specifying:

(i) the requested date, which shall be a Business Day, of such conversion or continuation,

(ii) the aggregate amount and Type of the Advance to be converted or continued, and

(iii) the amount of the Advance to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.

This Section shall not apply to Competitive Loans, which may not be converted or continued.

2.13. Interest Rates, etc. Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.12, to but excluding the date it is paid or is converted into a Eurodollar Advance pursuant to Section 2.12, at a rate per annum equal to the Floating Rate applicable to such Borrower for such day. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from and including the first day of each Interest Period applicable thereto to (but not including) the earlier of the last day of such Interest Period or the date it is paid in accordance with Section 2.10 at the applicable Eurodollar Rate as determined by the Agent as applicable to such Borrower’s Eurodollar Advance based upon the applicable Borrower’s selections under Sections 2.11 and 2.12 and otherwise in accordance with the terms hereof. Each Fixed Rate Advance shall bear interest at the Fixed Rate applicable thereto.

2.14. Rates Applicable After Default. After the occurrence and during the continuance of a Default with respect to any Borrower, the Required Lenders may, at their option, by notice to such Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Eurodollar Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable during such Interest Period plus 2% per annum and (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, provided that, during the continuance of a Default with respect to any Borrower under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above shall be applicable to all Advances, fees and other Obligations of such Borrower hereunder without any election or action on the part of the Agent or any Lender.

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2.15. Funding of Loans; Method of Payment. All payments of the Obligations hereunder shall be made, without setoff, deduction or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent, by 12:00 noon (New York time) on the date when due and shall be applied ratably by the Agent among the Lenders to which such Obligations are owing. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. The Agent is hereby authorized to charge the account of any Borrower maintained with JPMCB for each payment of principal, interest and fees owed by such Borrower as it becomes due hereunder.

2.16. Noteless Agreement; Evidence of Indebtedness. (i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender to such Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(ii) The Agent shall also maintain accounts in which it will record (a) the date and the amount of each Loan made to each Borrower hereunder, the Type thereof and the Interest Period (in the case of a Eurodollar Advance) with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder, (c) the effective date and amount of each Assignment Agreement delivered to and accepted by it pursuant to Section 12.3 and the parties thereto, (d) the amount of any sum received by the Agent hereunder from each Borrower and each Lender’s share thereof, and (e) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.

(iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence absent manifest error of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of such Borrower to repay the Obligations in accordance with their terms.

(iv) Any Lender may request that its Loans be evidenced by a promissory note in substantially the form of Exhibit E (a “Note”). In such event, the applicable Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (prior to any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein, except to the extent that any such Lender subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in paragraphs (i) and (ii) above.

2.17. Telephonic Notices. Each Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of such Borrower, it being understood that the

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foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. Each Borrower agrees to deliver promptly to the Agent a written confirmation, signed by an Authorized Officer, if such confirmation is requested by the Agent or any Lender, of each telephonic notice. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

2.18. Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Floating Rate Advance shall be payable in arrears on each Payment Date, commencing with the first such date to occur after the Closing Date, on any date on which such Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a Eurodollar Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurodollar Advance shall be payable on the last day of each applicable Interest Period, on any date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. Interest accrued on each Fixed Rate Loan shall be payable on the last day of the Interest Period applicable to the Advance of which such Loan is a part and, in the case of a Fixed Rate Advance with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as dates for payment of interest with respect to such Advance. Interest accrued on any Advance that is not paid when due shall be payable on demand and on the date of payment in full. Interest on Eurodollar Advances, Fixed Rate Loans and fees hereunder shall be calculated for actual days elapsed on the basis of a 360-day year. Interest on Floating Rate Advances shall be calculated for actual days elapsed on the basis of a 365/366-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 12:00 noon (New York time) at the place of payment. If any payment of principal of or interest on an Advance, any fees or any other amounts payable to the Agent or any Lender hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment.

2.19. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans. Promptly after receipt thereof, the Agent will notify each Lender in writing of the contents of each Aggregate Commitment or Borrower Sublimit reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Agent will notify the applicable Borrower and each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Borrower and each Lender prompt notice of each change in the Alternate Base Rate.

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2.20. Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to the Agent and the Borrowers in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

2.21. Non-Receipt of Funds by the Agent. Unless the applicable Borrower or a Lender, as the case may be, notifies the Agent prior to the date (or, in the case of a Lender with respect to a Floating Rate Advance under Section 2.11, prior to the time) on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or any payment under Section 2.6(e) or (ii) in the case of a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by a Borrower, the interest rate applicable to the relevant Loan.

2.22. Replacement of Lender. If (x) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender, (y) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3, or (z) any Consenting Lender is a Defaulting Lender, the Borrowers may elect, if (in the case of clause (x) or (y) above) such amounts continue to be charged or such suspension is still effective, to terminate or replace the Commitment of such Affected Lender (as defined below), or if (I) any Lender invokes Section 9.2 or (II) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders and upon the replacement of any such non-consenting Lender such approval shall be obtained (any Lender subject to any of the foregoing being an “Affected Lender”), the Borrowers may elect to replace the Commitment of such Affected Lender; provided in each of the foregoing cases that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) each Borrower shall pay to such Affected Lender in immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by such Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to

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such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Advances and the amount of such Lender’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, or (y) the Borrower Credit Exposure of any Borrower would exceed the Borrower Sublimit of such Borrower.

2.23. Extension of Commitment Termination Date and Borrowing Subsidiary Maturity Dates. (a) Extension of Commitment Termination Date. Effective as of the Amendment Effective Date, the Consenting Lenders have extended the final termination of their Commitments to the Extended Commitment Termination Date. Notwithstanding any other provision of this Agreement (but subject to Section 2.24), at all times prior to the Commitment Termination Date all borrowings of Revolving Loans, all payments of principal or interest in respect of Revolving Loans and participations in LC Disbursements, all payments of fees owed to the Lenders, will be made ratably from or to the Lenders, and all reductions of Commitments shall be allocated among the Lenders, on the basis of their Pro Rata Shares, without distinction as between the Consenting Lenders and the Declining Lenders. The Commitments held by the Declining Lenders shall terminate on the Commitment Termination Date. On the Commitment Termination Date, simultaneously with the termination of the Non-Extended Commitments, each Consenting Lender will automatically and without further act assume a portion of the participations in any outstanding Letters of Credit held by the Declining Lenders, such that after giving effect to such assumption, each Consenting Lender’s participation in each Letter of Credit will equal such Consenting Lender’s Pro Rata Share of the LC Exposure attributable thereto after giving effect to the termination of the Non-Extended Commitments on the Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders pursuant to Non-Extended Commitments, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder in respect of Non-Extended Commitments, shall be due and payable on the Commitment Termination Date, and on the Commitment Termination Date, the Borrowers shall also make such other payments of their respective Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Non-Extended Commitments of, and all payments to, Declining Lenders pursuant to this sentence and a reallocation of participations and outstanding Letters of Credit pursuant to the immediately preceding sentence, (i) the Aggregate Outstanding Credit Exposure will not exceed the Aggregate Commitment and (ii) the Revolving Credit Exposure of each Lender will not exceed its Commitment.

(b) Extension of Borrowing Subsidiary Maturity Dates. Any Borrowing Subsidiary may, by notice (a “Subsidiary Maturity Date Extension Request”) to the Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 60 days prior to the then-current Maturity Date with respect to such Borrowing Subsidiary, request an extension of such Maturity Date with respect to such Borrowing Subsidiary to a date 364 days after such Maturity Date (the Maturity Date in effect prior to any such extension being

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called the “Existing Maturity Date” with respect to such Borrowing Subsidiary) and on or prior to (but in no event after) the Extended Commitment Termination Date. Each Lender shall, by notice to such applicable Borrowing Subsidiary, the Company and the Agent given not later than the 20^th day after the date of the Agent’s receipt of such Borrowing Subsidiary’s Subsidiary Maturity Date Extension Request, advise such applicable Borrowing Subsidiary and the Company whether or not it agrees to the requested extension. Any Lender that has not so advised such applicable Borrowing Subsidiary, the Company and the Agent by such day shall be deemed to have declined to agree to such extension. If Lenders constituting the Required Lenders shall have agreed to a Subsidiary Maturity Date Extension Request, then the Maturity Date with respect to the applicable Borrowing Subsidiary shall, as to all the Lenders, be extended to the date 364 days after the Existing Maturity Date with respect to such Borrowing Subsidiary; provided, that the Maturity Date with respect to a Borrowing Subsidiary shall in no event be extended beyond the Extended Commitment Termination Date. Notwithstanding the foregoing, no extension of the Maturity Date with respect to any Borrowing Subsidiary pursuant to this paragraph shall become effective unless (i) the Agent shall have received documents consistent with those delivered with respect to such Borrowing Subsidiary under Sections 4.1.1 through 4.1.6, giving effect to such extension and (ii) on the Existing Maturity Date applicable to such Borrowing Subsidiary, the conditions set forth in Sections 4.2.1 and 4.2.2 shall be satisfied with respect to such Borrowing Subsidiary (with all references in Sections 5.5 and 5.7 to “the date of this Agreement” being deemed to be references to such Existing Maturity Date), and the Agent shall have received a certificate to that effect dated such date and executed by the chief financial officer, the controller or the treasurer of such Borrowing Subsidiary. The outstanding Subsidiary Maturity Date Extension Requests that have been approved by the Required Lenders for each of Union Electric and Genco shall be effective as of the Amendment Effective Date and the Maturity Date with respect to each of Union Electric and Genco shall be June 29, 2010.

2.24. Defaulting Lenders.

(a) At any time prior to the Commitment Termination Date, notwithstanding Section 11.2 or any provision of this Agreement referring to Pro Rata Shares or ratable allocations or any other provision of this Agreement whatsoever to the contrary, if any Lender becomes a Defaulting Lender hereunder, then the following provisions shall apply for so long as such Defaulting Lender is a Defaulting Lender:

(i) In the case of Consenting Lenders that are Defaulting Lenders, Facility Fees shall cease to accrue on the unused portion of such Defaulting Lender’s Commitment.

(ii) In the case of Consenting Lenders that are Defaulting Lenders, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all LC Participation Fees payable under Section 2.8.2 with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until the Agent, the Company and each Issuing Bank agrees that such Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender.

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(iii) In the case of each Defaulting Lender, each Borrower shall, within one Business Day following notice by the Agent, cash collateralize such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.6(h) for so long as such LC Exposure is outstanding and the Company agrees that the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit unless it is satisfied with such cash collateral.

(iv) The Agent shall adjust the allocation of payments hereunder to reflect the adjustments referred to in this paragraph (a).

(b) In the event that each of the Agent, the Company and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then any cash collateralization provided by any Borrower pursuant to subsection (a)(iii) immediately above shall be immediately returned to such Borrower.

(c) At any time after the Commitment Termination Date, notwithstanding Section 11.2 or any provision of this Agreement referring to Pro Rata Shares or ratable allocations or any other provision of this Agreement whatsoever to the contrary, if any Lender is or becomes a Defaulting Lender hereunder, then the following provisions shall apply for so long as such Defaulting Lender is a Defaulting Lender:

(i) Facility Fees shall cease to accrue on the unused portion of such Defaulting Lender’s Commitment;

(ii) The Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.2), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender (A) which affects such Defaulting Lender differently than other affected Lenders or (B) which provides for an extension of the Extended Commitment Termination Date, an increase in the Commitment of such Lender, a reduction in the principal amount of such Lender’s Loan or LC Disbursement or in the amount of interest thereon, or any fees payable hereunder, shall require the consent of such Defaulting Lender;

(iii) All or any part of such Defaulting Lender’s LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their Pro Rata Shares of the Aggregate Commitment, but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 4.2 are satisfied at such time.

(iv) If the LC Exposure of such Defaulting Lender is reallocated pursuant to subparagraph (iii) above, then the LC Participation Fees payable to the Lenders pursuant to Section 2.8.2 shall be adjusted in accordance with such reallocation.

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(v) If any part of such Defaulting Lender’s LC Exposure is not reallocated pursuant to clause (iii) above, then, (A) without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all LC Participation Fees payable under Section 2.8.2 with respect to such Defaulting Lender’s non-reallocated LC Exposure shall be payable to the Issuing Bank until such non-reallocated LC Exposure is reallocated and (B) each Borrower shall, within one Business Day following notice by the Agent, cash collateralize such Defaulting Lender’s unallocated LC Exposure in accordance with the procedures set forth in Section 2.6(h) for so long as such LC Exposure is outstanding.

(vi) The Agent shall adjust the allocation of payments hereunder to ensure that a Defaulting Lender does not receive payment in respect of any Loan or LC Disbursement that it did not fund or to reflect any of the actions or adjustments referred to in this paragraph (a).

(d) At any time after the Commitment Termination Date, in the event that each of the Agent, the Company and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment (or, if such Commitment has been terminated, as last in effect) and on such date such Lender shall purchase, at par, such of the Revolving Loans of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Pro Rata Share and any cash collateralization provided by any Borrower pursuant to subsection (c)(v) immediately above shall be immediately returned to such Borrower.

2.25. Commitment Increases. (a) The Borrowers may from time to time (and more than one time), by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the aggregate amount of such increase for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase”), in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase shall be not less than $15,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.25(a), (ii) the Aggregate Commitment together with the “Aggregate Commitment” under the Supplemental Credit Agreement shall not exceed $1,300,000,000 after giving effect to the effectiveness of each Commitment Increase and (iii) the Aggregate Commitment under this Agreement shall not exceed $1,150,000,000 at any time prior to the termination of the Non-Extended Commitments on the Commitment Termination Date. Each Augmenting Lender (if not then a Lender) shall be subject to the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Consenting Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase).

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(b) Upon each Commitment Increase pursuant to this Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to Section 2.24) equal such Lender’s Pro Rata Share, (ii) if, on the date of such Commitment Increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of new Revolving Loans made hereunder (reflecting such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.4 and (iii) such Augmenting Lender will be deemed to be a Consenting Lender hereunder. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(c) Commitment Increases and new Commitments created pursuant to this Section 2.25 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, the Agent and the applicable Augmenting Lenders.

(d) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless on the date of such increase, the conditions set forth in Section 4.2 (it being understood that all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase) shall be satisfied as of such date (as though the effectiveness of such increase were a Credit Extension) and the Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Company.

ARTICLE III

YIELD PROTECTION; TAXES

3.1. Yield Protection. If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

3.1.1 subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans, or

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3.1.2 imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or

3.1.3 imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, Eurodollar Loans or Fixed Rate Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Eurodollar Loans or Fixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Eurodollar Loans or Fixed Rate Loans held or interest received by it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation of making or maintaining its Commitment, Eurodollar Loans or Fixed Rate Loans or to reduce the return received by such Lender or applicable Lending Installation in connection with such Commitment, Eurodollar Loans or Fixed Rate Loans, then, within 15 days of demand, accompanied by the written statement required by Section 3.6, by such Lender, the Borrowers shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

3.2. Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change, then, within 15 days of demand, accompanied by the written statement required by Section 3.6, by such Lender, the Borrowers shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Closing Date which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the Closing Date.

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3.3. Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or (y) the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, or (iii) no reasonable basis exists for determining the Eurodollar Base Rate, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4.

3.4. Funding Indemnification. If any payment of a Eurodollar Advance or a Fixed Rate Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made or continued, a Fixed Rate Loan is not made or a Floating Rate Advance is not converted into a Eurodollar Advance, on the date specified by the applicable Borrower for any reason other than default by the Lenders, or a Eurodollar Advance or Fixed Rate Loan is not prepaid on the date specified by such Borrower for any reason, such Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance or Fixed Rate Loan; provided that a Defaulting Lender required to assign its Loans under Section 2.22 shall not be entitled to compensation under this Section 3.4 in connection with such assignment. Such loss or cost shall be deemed to be an amount determined by such Lender (if and to the extent such Lender, in its sole discretion, elects to impose such a charge) to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Advance had such event not occurred, at the Eurodollar Base Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid if it were to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the London interbank market.

3.5. Taxes.

(i) All payments by any Borrower to or for the account of any Lender or the Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. If a Borrower is required by law to deduct any Taxes from or in respect of any sum payable hereunder, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Agent (as the case may be) receives an amount equal to the sum it

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would have received had no such deductions been made, (b) such Borrower shall make such deductions, (c) such Borrower shall pay the full amount deducted to the relevant taxing authority in accordance with applicable law and (d) such Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof or, if a receipt cannot be obtained with reasonable efforts, such other evidence of payment as is reasonably acceptable to the Agent, in each case within 30 days after such payment is made.

(ii) In addition, the Borrowers shall pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”).

(iii) The Borrowers shall indemnify the Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this Section 3.5(iii) shall be made within 30 days of the date the Agent or such Lender makes demand therefor pursuant to Section 3.6.

(iv) Each Lender shall deliver to the Agent and the applicable Borrower, not more than ten Business Days after the date on which it becomes a party to this Agreement (but in any event before a payment is due to it hereunder), two duly completed copies of:

(a) in the case of a Lender that is a U.S. Person, IRS Form W-9,

(b) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under any Loan Document, IRS form W-8BEN establishing an exemption from U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty,

(c) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (1) IRS Form W-8BEN and (2) a certificate to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (D) conducting a trade or business in the United States with which the relevant interest payments are effectively connected,

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(d) in the case of a Non-U.S. Lender for which payments under any Loan Document constitute income that is effectively connected with such Non-U.S. Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI,

(e) in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under any Loan Document (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms described in parts (a), (b), (c), (d) and (f) of this Section 3.5(iv) that would be required of each such beneficial owner, if such beneficial owner were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may certify that the requirements for such exemption are met on behalf of such partners or

(f) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. federal withholding tax, together with any other documentation necessary to enable the applicable Borrower or the Agent to determine the amount of tax (if any) required by law to be withheld.

Each Lender shall deliver to each of the Borrowers and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrowers or the Agent. Notwithstanding the foregoing in this Section 3.5(iv), no Lender shall have any obligation under this Section 3.5(iv) if an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of U.S. federal income tax.

(v) For any period during which a Lender has failed to provide the appropriate forms contemplated by Section 3.5(iv) above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which such Lender became a party to this Agreement (or, in the case of a Non-U.S. Lender that becomes a Lender pursuant to an assignment, unless and to the extent the assigning Lender was entitled, at the time of the assignment, to receive additional amounts with respect to such withholding taxes pursuant to this Section 3.5)), such Lender shall not be entitled to indemnification under this Section 3.5

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with respect to Taxes imposed by the United States; provided that, should a Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under Section 3.5(iv) above, each Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

(vi) If the IRS or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all reasonable costs and expenses related thereto (including attorneys’ fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent). The obligations of the Lenders under this Section 3.5(vi) shall survive the payment of the Obligations and termination of this Agreement until the later of (i) the expiration of the statute of limitations (taking into account all extensions) for the assessment of such tax or (ii) the conclusion of any audit with respect to such tax.

3.6. Lender Statements; Survival of Indemnity. Each Lender shall deliver a written statement of such Lender to the applicable Borrower (with a copy to the Agent and each applicable Borrower) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on such Borrower in the absence of manifest error, and upon reasonable request of such Borrower, such Lender shall promptly provide supporting documentation describing and/or evidence of the applicable event giving rise to such amount to the extent not inconsistent with such Lender’s policies or applicable law. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type, currency and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the applicable Borrower of such written statement. The obligations of each Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be responsible for any reimbursement of any such amount under Section 3.1, 3.2, 3.4 or 3.5 which shall have accrued and of which the applicable Lender shall have become aware more than 180 days prior to its delivery to the Borrower of notice requesting reimbursement thereof.

3.7. Alternative Lending Installation. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the

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unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. A Lender’s designation of an alternative Lending Installation shall not affect the Borrowers’ rights under Section 2.22 to replace a Lender.

3.8. Allocation of Amounts Payable Among Borrowers. Each amount payable by “the Borrowers” under this Article shall be an obligation of, and shall be discharged (a) to the extent arising out of acts, events and circumstances related to a particular Borrower, by such Borrower and (b) otherwise, by all the Borrowers, with each Borrower being severally liable for such Borrower’s Contribution Percentage of such amount, provided that in consideration of the availability, on the terms set forth herein, of the entire amount of the Commitments in the form of borrowings by and Letters of Credit issued for the account of the Company, the Company agrees that, if one or more of the Borrowing Subsidiaries shall fail to pay any amount owed by it under clause (b) of this Section after a demand shall have been made by the Person to which such amount is owed, the Company shall promptly pay such amount (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor of the obligations of any Borrowing Subsidiary under this Section).

ARTICLE IV

CONDITIONS PRECEDENT

4.1. Amendment Effective Date. The amendment and restatement of the Original Credit Agreement in the form hereof pursuant to the Amendment Agreement shall become effective upon (i) the satisfaction of the requirements specified in Section 5 of the Amendment Agreement and (ii) the satisfaction of the following conditions precedent and the delivery by the Borrowers to the Agent of the items specified below:

4.1.1 Copies of the articles or certificate of incorporation of each Borrower, together with all amendments thereto, certified by the secretary or an assistant secretary of such Borrower, and a certificate of good standing with respect to each Borrower from the appropriate governmental officer in its jurisdiction of incorporation.

4.1.2 Copies, certified by the Secretary or Assistant Secretary of each Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party.

4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower.

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4.1.4 A certificate, signed by the Chairman, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, any Senior Vice President, any Vice President or the Treasurer of each Borrower, stating that on the Amendment Effective Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct in all material respects as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date and (c) the condition set forth in Section 4.1.9 below has been or is simultaneously being satisfied.

4.1.5 Written opinions of the Borrowers’ counsel, in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the forms of Exhibits A.1 and A.2.

4.1.6 Delivery of copies of the required regulatory authorizations identified on Schedule 4.

4.1.7 Any Notes requested by Lenders pursuant to Section 2.16 payable to the order of each such requesting Lender.

4.1.8 Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.

4.1.9 Evidence satisfactory to the Agent that (i) each of the Existing Illinois Credit Agreements shall have been or shall simultaneously with the effectiveness of the amendment and restatement of this Agreement on the Amendment Effective Date be terminated (except for those provisions that expressly survive the termination thereof), and all loans and letters of credit outstanding, if any, and other amounts owed to the lenders or agents thereunder shall have been, or shall simultaneously with the effectiveness of this Agreement be, paid or terminated in full (or, in the case of letters of credit, other than those transferred to the New Illinois Agreement, cash collateralized in a manner satisfactory to the Agent and to the applicable issuing banks thereunder), (ii) the New Illinois Agreement shall be effective, and (iii) the aggregate amount of the Extended Commitments shall be not less than $750,000,000.

4.1.10 All documentation and other information that any Lender shall reasonably have requested in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

4.1.11 Such other documents as any Lender or its counsel may have reasonably requested.

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4.2. Each Credit Extension. The Lenders and the Issuing Banks shall not be required to make any Credit Extension to a Borrower unless on the applicable Credit Extension Date (it being acknowledged and agreed that conversions and continuations of Advances that do not result in an increase in the aggregate outstanding amount thereof shall not be deemed to constitute Credit Extensions for purposes of this Section 4.2):

4.2.1 There exists no Default or Unmatured Default with respect to such Borrower and no Default or Unmatured Default with respect to such Borrower will result from such Credit Extension or from the use of the proceeds therefrom.

4.2.2 The representations and warranties of such Borrower contained in Article V are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

4.2.3 All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders and their counsel.

4.2.4 All required regulatory authorizations of FERC and the Missouri Public Service Commission in respect of such Credit Extension to such Borrower shall have been obtained and shall be effective.

Each Borrowing Notice or request for the issuance of a Letter of Credit with respect to each such Credit Extension to a Borrower shall constitute a representation and warranty by the applicable Borrower that the conditions contained in Sections 4.2.1, 4.2.2 and 4.2.4 have been satisfied. Any Lender or Issuing Bank may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each Borrower hereby represents and warrants to each Lender, each Issuing Bank and the Agent, as to such Borrower and, as applicable, its Subsidiaries, as of each of (i) the Amendment Effective Date and (ii) each date as of which such Borrower is deemed to make the representations and warranties set forth in this Article under Section 4.2:

5.1. Existence and Standing. Such Borrower and each of its Subsidiaries (other than any Project Finance Subsidiary or Non-Material Subsidiary or an SPC) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, other than the failure of any such Borrower to be qualified to transact business in any such jurisdiction to the extent such failure could not reasonably be expected to result in a Material Adverse Effect.

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5.2. Authorization and Validity. Such Borrower has the power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by such Borrower of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper proceedings, and the Loan Documents to which such Borrower is a party constitute legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good faith and fair dealing.

5.3. No Conflict; Government Consent. Neither the execution and delivery by such Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or any of its Subsidiaries or (ii) such Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of the New Illinois Agreement or any indenture, any material instrument or any material agreement to which such Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Borrower or a Subsidiary pursuant to the terms of, the New Illinois Agreement or any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by such Borrower or any of its Subsidiaries, is required to be obtained by such Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings and issuances of Letters of Credit under this Agreement, the payment and performance by such Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

5.4. Financial Statements. The consolidated financial statements of such Borrower, audited by PricewaterhouseCoopers LLP, as of and for the fiscal year ended December 31, 2008, and the unaudited consolidated balance sheet of such Borrower as of March 31, 2009, and the related unaudited statement of income and statement of cash flows for the three-month period then ended, copies of which have been furnished to each Lender, fairly present in all material respects (subject in the case of such balance sheet and statement of income for the period ended March 31, 2009, to the absence of footnotes and subject to year-end adjustments) the consolidated financial condition of such Borrower at such dates and the consolidated results of the operations of such Borrower for the periods ended on such dates, were prepared, except in the case of such unaudited statements, in accordance with generally accepted accounting principles in effect on the dates such statements were prepared (except for the absence of footnotes and subject to year end audit adjustments) and fairly present the consolidated financial condition and operations of such Borrower at such dates and the consolidated results of their operations for the periods then ended. Except as disclosed in the financial statements referred to above or in the notes thereto or on Schedule 5 hereto, neither such Borrower nor any of its Subsidiaries has as of the Amendment Effective Date any material contingent liabilities.

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5.5. Material Adverse Change. As of the Amendment Effective Date, since December 31, 2008, there has been no change in the business, Property, condition (financial or otherwise) or results of operations of such Borrower and its Subsidiaries (other than any Project Finance Subsidiary) which could reasonably be expected to have a Material Adverse Effect with respect to such Borrower, except for the Disclosed Matters.

5.6. Taxes. Such Borrower and its Subsidiaries have filed all U.S. federal tax returns and all other material tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by such Borrower or any of its Subsidiaries, except in respect of such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and as to which no Lien exists (except as permitted by Section 6.13.2). The IRS has closed audits of the U.S. federal income tax returns filed by each Borrower for all periods through the calendar taxable year ending December 31, 2004. The IRS has not closed audits of the U.S. federal income tax returns filed by any Borrower and its Subsidiaries for subsequent periods. No claims have been, or are being, asserted with respect to such taxes that could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower and no Liens have been filed with respect to such taxes (other than as permitted pursuant to Section 6.13.2). The charges, accruals and reserves on the books of such Borrower and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

5.7. Litigation and Contingent Obligations. As of the Amendment Effective Date, other than the Disclosed Matters, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of its officers, threatened against or affecting such Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect with respect to such Borrower or which seeks to prevent, enjoin or delay the making of any Loans to such Borrower.

5.8. Subsidiaries. Schedule 1 contains an accurate list of all Subsidiaries of such Borrower as of the Amendment Effective Date, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by such Borrower or other Subsidiaries of such Borrower. As of the Amendment Effective Date, all the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

5.9. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.

5.10. Accuracy of Information. The information, exhibits or reports (other than budgets, forecasts, projections and forward looking statements (collectively, “Projections”)) with respect to such Borrower furnished to the Agent or to any Lender in connection with the

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negotiation of, or compliance with, the Loan Documents as of the date furnished do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. The Projections with respect to such Borrower furnished to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents as of the date furnished shall have been prepared in good faith based upon assumptions believed by such Borrower to be reasonable at the time such Projections were prepared.

5.11. Regulation U. Neither such Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (as defined in Regulation U), and after applying the proceeds of each Advance, margin stock (as defined in Regulation U) will constitute less than 25% of the value of those assets of such Borrower and its Subsidiaries that are subject to any limitation on sale, pledge, or any other restriction hereunder.

5.12. Material Agreements. Neither such Borrower nor any of its Subsidiaries is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect with respect to such Borrower as described in clauses (ii) and/or (iii) of the definition thereof. Neither such Borrower nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument (other than any of the foregoing evidencing or governing Indebtedness) to which it is a party, which default could reasonably be expected to have a Material Adverse Effect with respect to such Borrower.

5.13. Compliance With Laws. Except for the Disclosed Matters, such Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, non-compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.

5.14. Ownership of Properties. Such Borrower and its Subsidiaries have good title to or rights to use (except for minor defects in title that do not interfere with their ability to conduct their business as currently conducted or to utilize such properties for the intended purposes), free of all Liens other than those permitted by Section 6.13, all of the assets material to the business of such Borrower and its Subsidiaries, taken as a whole.

5.15. Plan Assets; Prohibited Transactions. Such Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and assuming the accuracy of the representations and warranties made in Section 9.12 and in any assignment made pursuant to Section 12.3.3, neither the execution of this Agreement nor the making of Loans hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

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5.16. Environmental Matters. In the ordinary course of its business, the officers of such Borrower consider the effect of Environmental Laws on the business of such Borrower and its Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities accruing to such Borrower due to Environmental Laws. On the basis of this consideration, such Borrower has concluded that, other than the Disclosed Matters, there exists no violation of, no actual or contingent liability under, and no requirement under any Environmental Laws that could reasonably be expected to have a Material Adverse Effect with respect to such Borrower. Except for the Disclosed Matters, and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, neither such Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment.

5.17. Investment Company Act. Neither such Borrower nor any Subsidiary of such Borrower is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

5.18. Federal Energy Regulatory Commission. The Company is a “holding company” and each Borrowing Subsidiary is a “public utility”, as such terms are defined in the 2005 Act. The FERC, in accordance with the Federal Power Act, has issued an order authorizing the incurrence of short-term indebtedness by each of the Borrowing Subsidiaries in an aggregate principal amount outstanding not to exceed its FERC Limit, subject to, among other things, the condition that all such indebtedness be issued on or before March 31, 2010. Unless such authorization is no longer required by applicable laws and regulations (and the Agent shall have received confirmation thereof reasonably satisfactory to it), additional authorization from the FERC (or any governmental agency that succeeds to the authority of the FERC) will be necessary for each of the Borrowing Subsidiaries to obtain any Advances under this Agreement or to incur or issue short-term indebtedness, including without limitation Advances extended under this Agreement after March 31, 2010. Except for the aforesaid order of the FERC (as listed on Schedule 4 hereto), on the Amendment Effective Date no regulatory authorizations, approvals, consents, registrations, declarations or filings are required in connection with the borrowings by, and issuances of Letters of Credit for the account of, the Company or any Borrowing Subsidiary hereunder or the performance by each of Company and the Borrowing Subsidiaries of its Obligations hereunder and under the other Loan Documents, except where the failure to have obtained, made or maintained any such authorizations, approvals, consents, registrations, declarations or filings could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower. No regulatory authorizations, approvals, consents, registrations, declarations or filings are required in connection with the borrowings by, and issuances of Letters of Credit for the account of, any Borrower hereunder or the performance by any Borrower of its Obligations, except as set forth above or where the failure to have obtained, made or maintained any such authorizations, approvals, consents, registrations, declarations or filings could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.

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5.19. Insurance. Such Borrower maintains, and has caused each of its Subsidiaries to maintain, with financially sound and reputable insurance companies insurance on all its Property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are consistent with sound business practice.

5.20. No Default or Unmatured Default. No Default or Unmatured Default has occurred and is continuing with respect to such Borrower.

ARTICLE VI

COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

6.1. Financial Reporting. Each Borrower will maintain, for itself and each of its subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Agent, and the Agent shall promptly deliver to each of the Lenders (it being agreed that the obligation of any Borrower to furnish the consolidated financial statements referred to in paragraphs 6.1.1 and 6.1.2 below may be satisfied by the delivery of annual and quarterly reports from such Borrower to the SEC on Forms 10-K and 10-Q containing such statements):

6.1.1 Within 75 days after the close of each fiscal year, such Borrower’s audited consolidated financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis, including balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) an audit report, unqualified as to scope, of a nationally recognized firm of independent public accountants; (b) any management letter prepared by said accountants, and (c) a certificate of said accountants that, in the course of their audit of the foregoing, they have obtained no knowledge that such Borrower failed to comply with certain terms, covenants and provisions of this Agreement as they relate to accounting matters, or, if in the opinion of such accountants any such failure shall have occurred, stating the nature and status thereof. In addition, the Company shall deliver for each of CIPS, CILCO, CILCORP and IP the consolidated financial statements and any items referred to under clauses (a) and (b) that would have been required to be delivered by it under this Section 6.1.1 if it were a Borrower at such time.

6.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, such Borrower’s consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles (except for the absence of footnotes and year-end adjustments) and consistency by its

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chief financial officer, controller or treasurer. In addition, the Company shall deliver for each of CIPS, CILCO, CILCORP and IP the consolidated financial statements and the certification of the chief financial officer, controller or treasurer that would have been required to be delivered by it under this Section 6.1.2 if it were a Borrower at such time.

6.1.3 Together with the financial statements required under Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit B signed by such Borrower’s chief financial officer, controller or treasurer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default with respect to such Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof.

6.1.4 As soon as possible and in any event within 10 days after such Borrower knows that any ERISA Event has occurred that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of such Borrower, its Subsidiaries or any Commonly Controlled Entity in an aggregate amount exceeding $25,000,000, a statement, signed by the chief financial officer, controller or treasurer of such Borrower, describing said ERISA Event and the action which such Borrower proposes to take with respect thereto.

6.1.5 As soon as possible and in any event within 10 days after receipt by such Borrower, a copy of (a) any notice or claim to the effect that such Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by such Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by such Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect with respect to such Borrower.

6.1.6 Promptly upon becoming aware thereof, notice of any upgrading or downgrading of such Borrower’s S&P Rating or Moody’s Rating or the rating (if any) of such Borrower’s Obligations hereunder, senior unsecured debt, commercial paper or First Mortgage Bonds or of such Borrower’s corporate, issuer or issuer default rating by Moody’s, S&P or Fitch.

6.1.7 Such other information (including non-financial information) as the Agent or any Lender may from time to time reasonably request.

6.2. Use of Proceeds and Letters of Credit. Each Borrower will, and will cause each of its Subsidiaries to, use the proceeds of the Advances for general corporate purposes, including without limitation, for working capital, commercial paper liquidity support with respect to commercial paper issued by such Borrower or its Subsidiaries, and other funding needs, to fund loans under and pursuant to the Money Pool Agreements or other short-term intercompany loan

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arrangements, and to pay fees and expenses incurred in connection with this Agreement. Each Borrower shall use the proceeds of Advances in compliance with all applicable contractual, legal and regulatory requirements and any such use shall not result in a violation of any such requirements, including, without limitation, Regulation U and Regulation X, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. Each Borrower shall use the Letters of Credit for general corporate purposes.

6.3. Notice of Default. Within five (5) Business Days after an Authorized Officer of any Borrower becomes aware thereof, such Borrower will, and will cause each Subsidiary to, give notice in writing to the Agent of the occurrence of any Default or Unmatured Default and, unless otherwise reported to the SEC in such Borrower’s filings under the Securities Exchange Act of 1934, of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect with respect to such Borrower.

6.4. Conduct of Business. Each Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and, except where any of the following could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business. Each Borrower will, and will cause each of its Subsidiaries to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise in which it is presently conducted or in a manner or fields of enterprise reasonably related thereto. Notwithstanding the foregoing, no Borrower shall be prohibited from (i) dissolving any Inactive Subsidiary, (ii) consummating any merger or consolidation permitted under Section 6.10 or (iii) the sale, transfer or other disposition of any Subsidiary or assets to the extent permitted pursuant to Section 6.11.

6.5. Taxes. Each Borrower will, and will cause each of its Subsidiaries to, timely file complete and correct U.S. federal and all other applicable material foreign, state and local tax returns required by law and pay when due all U.S. federal and all other applicable material foreign, state and local taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been recorded in accordance with Agreement Accounting Principles.

6.6. Insurance. Each Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies insurance on all its Property in such amounts, subject to such deductibles and self-insurance retentions, and covering such risks as is consistent with sound business practice, and such Borrower will furnish to any Lender upon request full information as to the insurance carried.

6.7. Compliance with Laws; Federal Energy Regulatory Commission Authorization. (a) Each Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.

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(b) Each Borrower further agrees not to request any Advance or permit any Loan to remain outstanding hereunder in violation of any applicable FERC authorization described in Section 5.18 or any conditions thereof, as in effect from time to time.

6.8. Maintenance of Properties. Subject to Section 6.11, each Borrower will, and will cause each of its Subsidiaries to, do all things necessary to maintain, preserve, protect and keep its Property material to the conduct of the business of such Borrower and its Subsidiaries, taken as a whole, in good repair, working order and condition (ordinary wear and tear excepted), and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times.

6.9. Inspection; Keeping of Books and Records. Each Borrower will, and will cause each of its Subsidiaries to, permit the Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, books and financial records of such Borrower and each of its Subsidiaries, to examine and make copies of the books of accounts and other financial records of such Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of such Borrower and each of its Subsidiaries with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Agent or any Lender may designate. Each Borrower shall keep and maintain, and cause each of its Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default with respect to a Borrower has occurred and is continuing, such Borrower, upon the Agent’s request, shall turn over copies of any such records to the Agent or its representatives.

6.10. Merger. No Borrower will, or will permit any of its Subsidiaries to, merge or consolidate with or into any other Person, except (i) any Subsidiary other than a Borrowing Subsidiary may merge or consolidate with a Borrower if such Borrower is the corporation surviving such merger, (ii) any Borrowing Subsidiary may merge or consolidate with the Company if the Company is the corporation surviving such merger and succeeds to all the Obligations of such Borrower under documentation reasonably satisfactory to the Agent, (iii) any Subsidiary other than a Borrowing Subsidiary may merge or consolidate with any other Subsidiary, provided that, except as permitted pursuant to Section 6.11.15, each Borrower’s aggregate direct and indirect ownership interest in the survivor thereof shall not be less than such Borrower’s direct and indirect ownership interest in either of such Subsidiaries prior to such merger, (iv) a Permitted Illinois Utility Combination may be consummated and (v) any Borrower or any Subsidiary may merge or consolidate with any Person other than a Borrower or a Subsidiary if (a) such Person was organized under the laws of the United States of America or one of its States and (b) such Borrower or such Subsidiary is the corporation surviving such merger; provided that, in each case, after giving effect thereto, no Default or Unmatured Default with respect to such Borrower will be in existence.

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6.11. Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries to, lease, sell or otherwise dispose of (collectively, for purposes of this definition, a “disposition”) its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except:

6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business.

6.11.2 A disposition (including by way of an Investment) of assets by a Subsidiary of such Borrower (other than a Subsidiary of such Borrower that is itself a Borrowing Subsidiary) to such Borrower or another Subsidiary of such Borrower.

6.11.3 (a) A disposition by a Borrower, or any of its Subsidiaries, to another Subsidiary of the Company of Property received by such Borrower or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiary, specifically for transfer to the Subsidiary of such Borrower, or (b) a disposition by a Borrower, or any of its Subsidiaries, to any other Affiliate of assets, property or cash received from an Affiliate (other than from a Borrower or a Subsidiary of any Borrower) specifically for transfer to such Affiliate of the Company.

6.11.4 The payment of dividends in cash or common equity by the Company or any Subsidiary to holders of its equity interests.

6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to those of the Money Pool Agreements.

6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries.

6.11.7 The transfer pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system.

6.11.8 Dispositions pursuant to Leveraged Lease Sales.

6.11.9 In the case of Genco, direct loans to its railroad subsidiary up to a maximum of $25,000,000 outstanding at any time.

6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such Borrower

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as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition; provided that in the case of the Company, each reference in this Section 6.11.10 to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company.

6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the Company (and contributions by any such Subsidiary to one of its Subsidiaries of any such contribution received by such Subsidiary after the date hereof from the Company or a Subsidiary specifically for transfer to the Subsidiary of such Subsidiary).

6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets.

6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization.

6.11.14 Disposition, directly or indirectly, by Ameren Illinois Transmission Company of electric transmission facilities, and any and all property, plant and equipment and property rights and interests related thereto, acquired after the Closing Date, in exchange for cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by Ameren Illinois Transmission Company at all times prior to the repayment of all Obligations under this Agreement, shall be used within twelve months of the receipt thereof (x) for investment or reinvestment by Ameren Illinois Transmission Company in its existing business, (y) to reduce Indebtedness of Ameren Illinois Transmission Company or (z) to pay a dividend or return of capital to the Company.

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6.11.15 Any transfer of equity interests in Resources as a result of which Resources ceases to be a subsidiary of CILCO (but would remain a subsidiary of the Company) or any other transfer of assets of Resources to a subsidiary of the Company, whether pursuant to a merger, sale, transfer, dividend, distribution or other corporate reorganization; provided that in any such case no Default or Unmatured Default shall have occurred and be continuing at the time of, or after giving effect to, the consummation of such transaction.

6.11.16 In the case of the Company, any disposition to or Investment in any subsidiary.

6.11.17 Disposition of assets deemed to have occurred by virtue of the consummation of a Permitted Illinois Utility Combination consummated in accordance with Section 6.10.

6.12. Indebtedness of Project Finance Subsidiaries, Investments in Project Finance Subsidiaries or Non Material Subsidiaries and Other Investments; Acquisitions.

6.12.1 Neither any Borrower nor any of its Subsidiaries shall be directly or indirectly, primarily or secondarily, liable for any Indebtedness or any other form of liability, whether direct, contingent or otherwise, of a Project Finance Subsidiary nor shall any Borrower or any of its Subsidiaries provide any guarantee of the Indebtedness, liabilities or other obligations of a Project Finance Subsidiary. No Borrower will, or will permit any of its Subsidiaries to, make or suffer to exist Investments in Project Finance Subsidiaries or Non-Material Subsidiaries in excess of $100,000,000 in the aggregate for all the Borrowers and Subsidiaries at any time outstanding (net of return of capital (but not return on capital) in respect of each such Investment and valued at the time of the making of such Investment), of which no more than $50,000,000 may at any time be represented by Contingent Obligations in respect of obligations of Non-Material Subsidiaries. No Borrower will, or will permit any of its Subsidiaries to, consummate any Acquisition other than an Acquisition (a) which is consummated on a non-hostile basis approved by a majority of the board of directors or other governing body of the Person being acquired and (b) which involves the purchase of a business line similar, related, complementary or incidental to that of such Borrower and its Subsidiaries as of the Closing Date unless the purchase price therefor is less than or equal to (i) $10,000,000 with respect thereto or (ii) $50,000,000 when taken together with all other Acquisitions consummated by all the Borrowers and Subsidiaries during the term of this Agreement which do not otherwise satisfy the conditions described above in this clause (b), and, as of the date of such Acquisition and after giving effect thereto, no Default or Unmatured Default shall exist with respect to such Borrower.

6.12.2 No Borrower will, or will permit any of its Subsidiaries to, make any Investment in, or lease, sell or otherwise dispose of any asset to, any Affiliate of the Company other than:

(i) as would be permitted under Section 6.11.1, 6.11.2, 6.11.8, 6.11.9, 6.11.13, 6.11.14, 6.11.15 or 6.11.16.

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(ii) in the case of any Borrower, Investments in and leases, sales and other dispositions to Affiliates of such Borrower that are guarantors of such Borrower’s obligations under this Agreement,

(iii) Investments pursuant to cash management and money pool arrangements among the Company and its Affiliates (consistent with past practices and subject to compliance with record-keeping arrangements sufficient to allow at any time the identification of cash to the owners thereof at such time (it being understood that compliance with FERC or other applicable regulatory requirements to such effect shall be deemed sufficient)),

(iv) loans by the Company to Affiliates (other than Subsidiaries) of the Company in an aggregate amount outstanding, together with any amounts outstanding pursuant to clause (v) below and the principal amount outstanding of promissory notes issued pursuant to clause (vii) below, at any time not to exceed $1,000,000,000,

(v) equity Investments by the Company in Affiliates (other than Subsidiaries) of the Company in an aggregate amount outstanding (net of return of capital (but not return on capital) in respect of each such Investment and valued at the time of the making of such Investment), together with the principal amount outstanding under any loans made pursuant to clause (iv) above and the principal amount outstanding of promissory notes issued pursuant to clause (vii) below, at any time not to exceed $1,000,000,000,

(vi) transfers of assets to an Affiliate of the Company for fair market value (or, to the extent obligatory under applicable regulatory requirements, book value) paid in cash or in the form of tangible assets useful in the business of the Borrower or Subsidiary making such transfer,

(vii) transfers of assets to an Affiliate of the Company for fair market value (or, to the extent obligatory under applicable regulatory requirements, book value) paid in the form of promissory notes of the transferees in an aggregate principal amount outstanding, together with the principal amount of any loans outstanding made pursuant to clause (iv) above and any amounts outstanding pursuant to clause (v) above, at any time not to exceed $1,000,000,000,

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(viii) (a) a disposition by a Subsidiary to an Affiliate of the Company of Property received by such Subsidiary after the Closing Date from the Company, directly or indirectly through another Subsidiary of the Company, specifically for disposition to such Affiliate, provided that such Investment by the Company in such Affiliate is otherwise permitted pursuant to the provisions of this Section 6.12.2, (b) a disposition by a Borrower, or any of its Subsidiaries, to any other Affiliate of assets, property or cash received from an Affiliate (other than from a Borrower or a Subsidiary of any Borrower) specifically for transfer to such Affiliate, or (c) an Investment in an Affiliate of the Company (other than an Affiliate that owns equity of the Company) by the Company or a Hybrid Vehicle of proceeds received by the Company or such Hybrid Vehicle from any issuance permitted hereunder of equity securities of the Company or Hybrid Securities, in each case, sold or issued specifically for the purpose of funding such Investment in such Affiliate,

(ix) the payment of dividends in cash or common equity by a Borrower or any Subsidiary to holders of its equity interests, and

(x) any Investment by a Borrower in, or any other disposition by a Borrower to, an Affiliate of the Company, provided that the aggregate book value of all such Investments made and assets disposed of in reliance on this clause (ix) after the Closing Date by such Borrower does not exceed $25,000,000 at any time outstanding (net of return of capital (but not return on capital) in respect of each such Investment and valued at the time of the making of such Investment).

6.13. Liens. No Borrower will, or will permit any of its Subsidiaries (other than a Project Finance Subsidiary or Non-Material Subsidiary or an SPC) to, create, incur, or suffer to exist any Lien in, of or on the Property of such Borrower or any of its Subsidiaries, except:

6.13.1 Liens, if any, securing the Loans and other Obligations hereunder.

6.13.2 Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books.

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6.13.3 Liens imposed by law, such as landlords’, wage earners’, carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books.

6.13.4 Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation.

6.13.5 Liens existing as of July 14, 2006 and described in Schedule 2.

6.13.6 Deposits securing liability to insurance carriers under insurance or self-insurance arrangements.

6.13.7 Deposits or accounts to secure the performance of bids, trade contracts or obligations (other than for borrowed money), vendor and service provider arrangements, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business.

6.13.8 Easements, reservations, rights-of-way, restrictions, survey exceptions and other similar encumbrances as to real property of such Borrower and its Subsidiaries which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not materially interfere with the conduct of the business of such Borrower or any such Subsidiary conducted at the property subject thereto.

6.13.9 Liens arising out of judgments or awards not exceeding (i) in the case of the Company, $50,000,000 in the aggregate for the Company and all its Subsidiaries with respect to which appeals are being diligently pursued, and, pending the determination of such appeals, such judgments or awards having been effectively stayed, or not more than 45 days has elapsed prior to the satisfaction or payment of such judgment or award giving rise to such Lien and (ii) in the case of each other Borrower, $25,000,000 in the aggregate for such Borrower and its Subsidiaries with respect to which appeals are being diligently pursued, and, pending the determination of such appeals, such judgments or awards having been effectively stayed or not more than 45 days has elapsed prior to the satisfaction or payment of such judgment or award giving rise to such Lien.

6.13.10 Liens, securing obligations constituting neither obligations nor Contingent Obligations of the Borrower or any Subsidiary nor on account of which the Borrower or any Subsidiary customarily pays interest, upon real estate upon which the Borrower or any Subsidiary has a right-of-way, easement, franchise or other servitude or of which the Borrower or any

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Subsidiary is the lessee of the whole thereof or any interest therein, including, but not limited to, for the purpose of locating transmission and distribution lines and related support structures, pipe lines, substations, measuring stations, tanks, pumping or delivery equipment or similar equipment.

6.13.11 Liens arising by virtue of any statutory, contractual or common law provision relating to banker’s liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a depository institution.

6.13.12 Liens created pursuant to the Existing UE Indenture securing First Mortgage Bonds; provided that the Liens of such Existing UE Indenture shall extend only to the property of Union Electric (including, to the extent applicable, after acquired property) that is or would be covered by the Liens of the Existing UE Indenture as in effect on the date hereof.

6.13.13 Liens on assets of Resources securing Resources Permitted Debt.

6.13.14 Liens incurred in connection with the Peno Creek Project and the Audrain Project.

6.13.15 Liens existing on any capital assets of any Subsidiary of such Borrower at the time such Subsidiary becomes a Subsidiary and not created in contemplation of such event.

6.13.16 Liens on any capital assets securing Indebtedness incurred or assumed for the purpose of financing or refinancing all or any part of the cost of acquiring or constructing such asset; provided that such Lien attaches to such asset concurrently with or within eighteen (18) months after the acquisition or completion of construction thereof.

6.13.17 Liens existing on any capital assets of any Subsidiary of such Borrower at the time such Subsidiary is merged or consolidated with or into such Borrower or merged with or consolidated into any Subsidiary and not created in contemplation of such event.

6.13.18 Liens existing on any assets prior to the acquisition thereof by such Borrower or any of its Subsidiaries and not created in contemplation thereof; provided that such Liens do not encumber any other property or assets.

6.13.19 [omitted].

6.13.20 Undetermined Liens and charges incidental to construction.

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6.13.21 Liens on Property or assets of a Subsidiary in favor of such Borrower or a Subsidiary that is directly or indirectly wholly owned by such Borrower.

6.13.22 Liens representing the ownership interests or rights of a lessor in a Property leased by a Borrower or any of its Subsidiaries.

6.13.23 Liens arising in connection with sales or transfers of, or financings secured by, Receivables, including Liens granted by an SPC to secure Indebtedness arising under a Permitted Securitization.

6.13.24 Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of Section 6.13.12 through 6.13.23; provided that (a) such Indebtedness is not secured by any additional assets, and (b) the amount of such Indebtedness secured by any such Lien is not increased.

6.13.25 Liens not described in Sections 6.13.1 through 6.13.24, inclusive, securing Indebtedness or other liabilities or obligations of a Borrower or its Subsidiaries in an aggregate principal amount outstanding for all such Liens not to exceed 10% of the Consolidated Tangible Assets of such Borrower at the time of the incurrence of any such Lien; provided that in the case of the Company, each reference in this Section 6.13.25 to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company.

6.14. Affiliates. Each Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction (including without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than such Borrower and its Subsidiaries) except in the ordinary course of business and pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s business and, except to the extent that the terms and consideration of any such transaction are mandated, limited or otherwise subject to conditions imposed by any regulatory or government body, upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary than such Borrower or such Subsidiary would obtain in a comparable arm’s-length transaction; provided, however, that this Section 6.14 shall not prohibit or restrict (i) transactions that provide for the purchase or sale of Property or services at cost that are entered into with any services company that is a Subsidiary of the Company, (ii) investments pursuant to cash management and money pool arrangements among the Company and its subsidiaries (consistent with past practices and subject to compliance with record-keeping arrangements sufficient to allow at any time the identification of cash to owners thereof at such time (it being understood that compliance with FERC or other applicable regulatory requirements to such effect shall be deemed sufficient)), (iii) customary sale and servicing transactions with an SPC pursuant to, and in accordance with the terms of, a Permitted Securitization, and (iv) the payment of dividends pursuant to Section 6.11.4 or 6.12.2(ix).

6.15. Financial Contracts. No Borrower will, or will permit any of its Subsidiaries, to, enter into or remain liable upon any Rate Management Transactions except for those entered into in the ordinary course of business for bona fide hedging purposes and not for speculative purposes.

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6.16. Subsidiary Covenants. No Borrower will, or will permit any of its Subsidiaries other than a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary other than a Project Finance Subsidiary or Non-Material Subsidiary or SPC (i) other than with respect to dividends payable by the Company to its shareholders, to pay dividends or make any other distribution on its common stock, (ii) to pay any Indebtedness or other obligation owed to such Borrower or any other Subsidiary of such Borrower, or (iii) to make loans or advances or other Investments in such Borrower or any other Subsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or by this Agreement, the New Illinois Agreement or the Supplemental Credit Agreement (or restrictions and conditions imposed under refinancings or replacements of the New Illinois Agreement or the Supplemental Credit Agreement that are substantially the same as those imposed by the New Illinois Agreement or the Supplemental Credit Agreement) or the documents governing Resources Permitted Debt, (b) restrictions and conditions existing as of July 14, 2006 hereof, in each case as identified on Schedule 3 (without giving effect to any amendment or modification expanding the scope of any such restriction or condition), (c) restrictions on dividends on the capital stock of Union Electric entered into in connection with future issuances of subordinated capital income securities, to the extent the same are not more restrictive than those benefiting the holders of Union Electric’s existing 7.69% Subordinated Capital Income Securities, (d) restrictions and conditions in agreements or arrangements entered into by (1) Electric Energy, Inc. regarding the payment of dividends or the making of other distributions with respect to shares of its capital stock or (2) Gateway Energy WGK Project, L.L.C., in each case, without giving effect to any amendment or modification expanding the scope of any such restriction or condition, (e) customary restrictions and conditions relating to an SPC contained in agreements governing a Permitted Securitization, and (f) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder.

6.17. Leverage Ratio. No Borrower will permit the ratio of (i) its Consolidated Indebtedness to (ii) its Consolidated Total Capitalization to be greater than 0.65 to 1.00 at any time for each Borrower; provided that Consolidated Indebtedness, solely as such term is used in, and solely for the purpose of, clause (i) of this Section 6.17, shall not include (A) with respect to Indebtedness of Genco, subordinated indebtedness under the Existing Intercompany Note, (B) subordinated indebtedness which, by it terms, is subordinated to the Obligations on terms not less favorable to the Lenders than those set forth in Exhibit G (it being understood that any such subordinated indebtedness under this clause (B) will be expressly subordinated to all Obligations, including Obligations in respect of Letters of Credit), (C) Permitted Securitizations or (D) Hybrid Securities.

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ARTICLE VII

DEFAULTS

The occurrence of any one or more of the following events in respect of any Borrower shall constitute a Default with respect to such Borrower:

7.1. Any representation or warranty made or deemed made by or on behalf of such Borrower (including any representation or warranty deemed made by such Borrower as to one of its Subsidiaries) to the Lenders, the Issuing Banks or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made or deemed made.

7.2. Such Borrower or, in the case of the Company, the Company or any of its Subsidiaries, shall fail to pay in respect of any Obligation owing by it (i) principal of any Loan when due, or (ii) interest upon any Loan or any Facility Fee or other Obligation under any of the Loan Documents within five (5) Business Days after such interest, fee or other Obligation becomes due.

7.3. The breach by such Borrower of any of the terms or provisions of Section 6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16 or 6.17.

7.4. The breach by such Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within fifteen (15) days after the earlier to occur of (i) written notice from the Agent or any Lender to such Borrower or (ii) an Authorized Officer otherwise becoming aware of any such breach.

7.5. Failure of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) to pay when due any Material Indebtedness; or the default by such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due, or to be required to be prepaid or repurchased, (other than by a regularly scheduled payment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) shall be declared to be due and payable or the remaining outstanding principal amount thereof to be required to be prepaid or repurchased (other than by a regularly scheduled payment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary

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(such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to the stated maturity thereof; or such Borrower or, in the case of the Company, any of its Subsidiaries (other than a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC), shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that no Default shall occur under this Section 7.5 as a result of (i) any notice of voluntary prepayment delivered by such Borrower or any Subsidiary with respect to any Indebtedness, or (ii) any voluntary sale of assets by such Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness secured by such assets is required to be prepaid; and provided further that any “Default” of the Company under the New Illinois Agreement that exists solely as a result of a default by a Illinois Utility shall not constitute a Default under this Section 7.5 while the Company is otherwise in compliance with all its obligations under the New Illinois Agreement.

7.6. Such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due.

7.7. Without the application, approval or consent of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC ), a receiver, trustee, examiner, liquidator or similar official shall be appointed for such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) or any Substantial Portion of its Property or the Property of any of its Subsidiaries (other than a Project Finance Subsidiary or a Non-Material Subsidiary or an SPC), or a proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors shall be instituted against such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) and such appointment shall continue undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.

7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of such Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), which, when taken together with all other Property of such Borrower and/or, in the case of the Company, any such Subsidiaries so condemned, seized,

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appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion of such Borrower’s or, in the case of the Company, the Company and its Subsidiaries’ Property, taken as a whole.

7.9. Such Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), shall fail within 45 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.

7.10. An ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability (other than any liability discharged prior to the Amendment Effective Date) of the Company, its Subsidiaries or any Commonly Controlled Entity in an aggregate amount exceeding $25,000,000.

7.11. Nonpayment when due (after giving effect to any applicable grace period) by such Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), of obligations or settlement amounts under Rate Management Transactions in an aggregate amount of $10,000,000 or more (after giving effect to all netting arrangements and agreements), or the breach (beyond any grace period applicable thereto) by such Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) of any term, provision or condition contained in any Rate Management Transaction the effect of which is to cause, or to permit the counterparty(ies) thereof to cause, the termination of such Rate Management Transaction resulting in liability of such Borrower or such Subsidiaries for obligations and/or settlement amounts under such Rate Management Transactions in an aggregate amount of $10,000,000 or more (after giving effect to all netting arrangements and agreements).

7.12. Any Change in Control with respect to such Borrower shall occur.

7.13. Such Borrower or, in the case of the Company, any of its Subsidiaries, shall (i) be the subject of any proceeding or investigation pertaining to the release by such Borrower (or, in the case of the Company, any of its Subsidiaries) or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law; which, in the case of an event described in clause (i) or clause (ii), has resulted in liability to such Borrower or, in the case of the Company, any of its Subsidiaries, in an aggregate amount equal to $50,000,000 or more (in the case of the Company, in the aggregate for the Company and all its Subsidiaries), which liability is not paid, bonded or otherwise discharged within 45 days or which is not stayed on appeal and being appropriately contested in good faith.

7.14. Any Loan Document shall fail to remain in full force or effect with respect to such Borrower or, in the case of the Company, any of its Subsidiaries or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Loan Document with respect to such Borrower or, in the case of the Company, any of its Subsidiaries.

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ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1. Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is a Borrowing Subsidiary, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is a Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives.

If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

8.2. Amendments. Subject to the provisions of this Section 8.2, the Required Lenders (or the Agent with the consent in writing of the Required Lenders) and the Borrowers may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or thereunder or waiving any Default hereunder or thereunder; provided, however, that no such supplemental agreement shall, without the consent of all of the Lenders (or, in the case of Section 8.2.2, all affected Lenders):

8.2.1 Extend the final maturity of any Revolving Loan or LC Disbursement or postpone any payment of principal of any Revolving Loan or LC Disbursement or forgive all or any portion of the principal amount thereof, or reduce the rate or extend the time of payment of interest or fees thereon (other than a waiver of the application of the default rate of interest pursuant to Section 2.14 hereof).

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8.2.2 Extend the final maturity of any Competitive Loan or postpone any regularly scheduled payment of principal of any Competitive Loan or forgive all or any portion of the principal amount thereof, or reduce the rate or extend the time of payment of interest or fees thereon (other than a waiver of the application of the default rate of interest pursuant to Section 2.14 hereof).

8.2.3 Waive any condition set forth in Section 4.2, reduce the percentage specified in the definition of Required Lenders or any other percentage of Lenders specified to be the Pro Rata Share in this Agreement to act on specified matters or amend the definition of “Pro Rata Share”.

8.2.4 Other than as expressly permitted by the terms of Section 2.23, extend the Commitment Termination Date, the Extended Commitment Termination Date or the Maturity Date applicable to any Borrower, or reduce the amount or extend the payment date for, the mandatory payments required under Section 2.2, or increase the amount of the Commitment of any Lender hereunder or change the definition of Subsidiary Sublimit hereunder, or permit any Borrower to assign its rights or obligations under this Agreement or change Section 2.15 or 2.8.3 in a manner that would alter the pro rata sharing of payments or the application of reductions of commitments on a ratable basis required thereby.

8.2.5 Amend this Section 8.2.

No amendment of any provision of this Agreement relating to the Agent or any Issuing Bank shall be effective without the written consent of the Agent or such Issuing Bank, as the case may be. The Agent may waive payment of the fee required under Section 12.3.3 without obtaining the consent of any other party to this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the applicable Borrower, the Required Lenders and the Agent if (i) by the terms of such agreement any remaining Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Advance made by it and all other amounts owing to it or accrued for its account under this Agreement.

8.2A Amendments after the Commitment Termination Date. Notwithstanding any other provision of this Agreement, effective upon the termination of the Non-Extended Commitments on the Commitment Termination Date, Section 8.2 shall be replaced in its entirety with the provisions set forth on Schedule 6 hereto.

8.3. Preservation of Rights. No delay or omission of the Lenders, the Agent or the Issuing Banks to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of a Default or Unmatured Default or the inability of a Borrower to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other

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or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by, or by the Agent with the consent of, the requisite number of Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent, the Issuing Banks and the Lenders until all of the Obligations have been paid in full.

ARTICLE IX

GENERAL PROVISIONS

9.1. Survival of Representations. All representations and warranties of the Borrowers contained in this Agreement shall survive the making of the Credit Extensions herein contemplated.

9.2. Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to any Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9.3. Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.4. Entire Agreement. The Loan Documents embody the entire agreement and understanding among the Agent and the Lenders, and between the Agent and the Lenders on one hand, and the Borrowers individually on the other hand, and supersede all prior agreements and understandings among and between such parties, as the case may be, relating to the subject matter thereof other than those contained in the fee letters described in Section 10.13 which shall survive and remain in full force and effect during the term of this Agreement.

9.5. Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders and the Issuing Banks hereunder are several and not joint and no Lender or Issuing Bank shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender or any Issuing Bank to perform any of its obligations hereunder shall not relieve any other Lender or any Issuing Bank from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arrangers shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on their own behalf and in its own name to the same extent as if it were a party to this Agreement (it being acknowledged that Section 9.6 may be enforced against any Borrower only to the extent of the amounts for which such Borrower is liable under the terms of such Section).

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9.6. Expenses; Indemnification.

(i) Subject to paragraph (iii) below, the Borrowers shall reimburse the Agent and each Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent, and expenses of and fees for other advisors and professionals engaged by the Agent or any Arranger) paid or incurred by the Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Documents. Subject to paragraph (iii) below, the Borrowing Subsidiaries and the Company also agree to reimburse the Agent, each Arranger, the Issuing Banks and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agent, the Arrangers, the Issuing Banks and the Lenders, which attorneys and paralegals may be employees of the Agent, the Arrangers, the Issuing Banks or the Lenders) paid or incurred by the Agent, such Arranger, any Issuing Bank or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents.

(ii) Subject to paragraph (iii) below, the Borrowers hereby further agree to indemnify the Agent, each Arranger, each Issuing Bank, each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, any Arranger, any Issuing Bank, any Lender or any affiliate is a party thereto, and all attorneys’ and paralegals’ fees, time charges and expenses of attorneys and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder except to the extent that they have resulted, as determined in a final non-appealable judgment by a court of competent jurisdiction, from the gross negligence or willful misconduct of the party seeking indemnification.

(iii) Each amount payable under paragraph (i) or (ii) of this Section shall be an obligation of, and shall be discharged by (a) to the extent arising out of acts, events and circumstances related to a particular Borrower, such Borrower and (b) otherwise, all the Borrowers, with each of them being severally liable, but not jointly, liable for its Borrower’s Contribution Percentage of such amount, provided that in consideration of the availability, on the terms set forth herein, of the entire amount of the Commitments in the form of borrowings by and Letters of Credit issued for the account of the Company, the Company agrees that, if one or more of the Borrowing Subsidiaries shall fail to pay any amount owed by it under clause (b) of this paragraph (iii) after a demand shall have been made by the Person to which such amount is owed, the Company shall promptly pay such amount (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor of the obligations of any Borrowing Subsidiary under this Section).

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(iv) To the extent that the Borrowers fail to pay any amount required to be paid by them to the Agent, either Arranger or any Issuing Bank under paragraph (i) or (ii) of this Section, each Lender severally agrees to pay to the Agent, the Arrangers or such Issuing Bank, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent, the Arrangers or such Issuing Bank in its capacity as such.

(v) The obligations of the Borrowers under this Section 9.6 shall survive the termination of this Agreement and, as to each Borrower, the Maturity Date applicable to such Borrower.

9.7. Numbers of Documents. All statements, notices, closing documents, and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders, to the extent that the Agent deems necessary.

9.8. Accounting. Except as provided to the contrary herein, all accounting terms used in the calculation of any financial covenant or test shall be interpreted and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles. If any changes in generally accepted accounting principles are hereafter required or permitted and are adopted by any Borrower or any of its Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at such Borrower’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating such Borrower’s and its Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to the Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by such Borrower pursuant to Section 6.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time (subject in the case of interim financial statements, to the absence of footnotes and year-end adjustments).

9.9. Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

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9.10. Nonliability. The relationship between the Borrowers individually on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. None of the Agent, any Arranger, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrowers. None of the Agent, any Arranger, any Issuing Bank or any Lender undertakes any responsibility to the Borrowers to review or inform the Borrowers of any matter in connection with any phase of the Borrowers’ businesses or operations. The Borrowers agree that none of the Agent, any Arranger, any Issuing Bank or any Lender shall have liability to the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. None of the Borrowers, the Agent, any Arranger, any Issuing Bank or any Lender shall have any liability with respect to, and each of the Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by it in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

9.11. Confidentiality. Each Lender and each Issuing Bank agrees to hold any confidential information which it may receive from any Borrower pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates and to other Borrowers, Lenders or Issuing Banks and their respective Affiliates, for use solely in connection with the transactions contemplated hereby, (ii) to legal counsel, accountants, and other professional advisors to such Lender or Issuing Bank or to a Transferee, in each case which have been informed as to the confidential nature of such information, for use solely in connection with the transactions contemplated hereby, (iii) to regulatory officials having jurisdiction over it or its Affiliates, (iv) to any Person as required by law, regulation, or legal process, (v) to any Person in connection with any legal proceeding to which such Lender or Issuing Bank is a party, (vi) to such Lender’s or Issuing Bank’s direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, in each case which have been informed as to the confidential nature of such information, (vii) as permitted by Section 12.4 and (viii) to rating agencies if requested or required by such agencies in connection with a rating relating to this Agreement or the Advances hereunder.

9.12. Lenders Not Utilizing Plan Assets. Each Lender and Designated Lender represents and warrants that none of the consideration used by such Lender or Designated Lender to make its Loans constitutes for any purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Code and the rights and interests of such Lender or Designated Lender in and under the Loan Documents shall not constitute such “plan assets” under ERISA.

9.13. Nonreliance. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for herein.

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9.14. Disclosure. The Borrowers and each Lender and each Issuing Bank hereby acknowledge and agree that each Lender, each Issuing Bank and their Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrowers and their Affiliates.

9.15. USA Patriot Act. Each Lender and each Issuing Bank hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with its requirements. The Borrowers shall promptly following a request by the Agent or any Lender, provide all documentation and other information that the Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act.

ARTICLE X

THE AGENT

10.1. Appointment; Nature of Relationship. JPMCB is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

10.2. Powers. The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties or fiduciary duties to the Lenders or the Issuing Banks, or any obligation to the Lenders or the Issuing Banks to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Agent. Without limiting any other power granted under any Loan Document, each Lender authorizes and directs the Agent to vote all the interests of the Lenders as a single bloc based upon the direction of the Required Lenders as contemplated by any Loan Document.

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10.3. General Immunity. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Borrowers, the Lenders or any Lender or any Issuing Bank for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final, non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender and each Issuing Bank; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrowers or any guarantor of any of the Obligations or of any of the Borrowers’ or any such guarantor’s respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders or the Issuing Banks information that is not required to be furnished by the Borrowers to the Agent at such time, but is voluntarily furnished by the Borrowers to the Agent (either in its capacity as Agent or in its individual capacity).

10.5. Action on Instructions of Lenders. The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requires such). The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction in writing by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

10.6. Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders or the Issuing Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and the Issuing Banks and all matters pertaining to the Agent’s duties hereunder and under any other Loan Document.

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10.7. Reliance on Documents; Counsel. The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent.

10.8. Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the their Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (determined as of the date of any such request by the Agent) (i) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents in its capacity as Agent, (ii) to the extent not paid by the Borrowers, for any other expenses incurred by the Agent on behalf of the Lenders or the Issuing Banks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks) and (iii) to the extent not paid by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders or Issuing Banks), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent, (ii) any indemnification required pursuant to Section 3.5(vi) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof and (iii) the Agent shall reimburse the Lenders for any amounts the Lenders have paid to the extent such amounts are subsequently recovered from the Borrowers. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations, termination and expiration of the Letters of Credit and termination of this Agreement.

10.9. Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the Agent has received written notice from a Lender or a Borrower referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Borrowers, the Lenders and the Issuing Banks.

10.10. Rights as a Lender. In the event the Agent is a Lender or an Issuing Bank, the Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Credit Extensions as any Lender or any Issuing Bank and

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may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” or “Issuing Bank” shall, at any time when the Agent is a Lender or an Issuing Bank, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with each Borrower or any of its Subsidiaries in which such Borrower or such Subsidiary is not restricted hereby from engaging with any other Person. The Agent, in its individual capacity, is not obligated to remain a Lender.

10.11. Independent Credit Decision. Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon the Agent, any Arranger or any other Lender or any other Issuing Bank and based on the financial statements prepared by the Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Agent, any Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

10.12. Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Banks and the Borrowers, such resignation to be effective upon the appointment of a successor Agent; provided that such successor Agent is a Lender or an Affiliate of a Lender, or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed; provided that such consent shall not be required in the event and continuation of a Default), shall have the right to appoint, on behalf of the Borrowers and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders or consented to by the Borrowers within thirty days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrowers or any Lender or any Issuing Bank, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lenders and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $1,000,000,000 (or such lower amount as shall be acceptable to the Company). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal

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of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent.

10.13. Agent and Arrangers Fees. Each Borrower agrees to pay to the Agent and each Arranger, for their respective accounts, the agent and arrangers fees agreed to by such Borrowers, the Agent and such Arranger pursuant to the letter agreements dated June 3, 2009, or as otherwise agreed from time to time.

10.14. Delegation to Affiliates. The Borrowers, the Lenders and the Issuing Banks agree that the Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Agent is entitled under Articles IX and X.

10.15. Syndication Agent and Documentation Agents. The Lender identified in this Agreement as the “Syndication Agent” and the Lenders identified in this Agreement as the “Documentation Agents” shall have no right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, such Lenders shall not have or be deemed to have a fiduciary relationship with any other Lender. Each Lender hereby makes the same acknowledgements with respect to such Lenders as it makes with respect to the Agent in Section 10.11.

ARTICLE XI

SETOFF; RATABLE PAYMENTS

11.1. Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if a Borrower becomes insolvent, however evidenced, or any Default occurs with respect to a Borrower, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender or any Issuing Bank to or for the credit or account of such Borrower may be offset and applied toward the payment of the Obligations owing by such Borrower to such Lender or such Issuing Bank, whether or not the Obligations, or any part thereof, shall then be due.

11.2. Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its Revolving Credit Exposure (other than payments received pursuant to Section 2.22, 2.23, 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a participation in the Aggregate Revolving Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Revolving Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise,

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receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the Aggregate Revolving Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1. Successors and Assigns; Designated Lenders.

12.1.1 Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrowers, the Agent, the Issuing Banks and the Lenders and their respective successors and assigns permitted hereby, except that (i) the Borrowers shall not have the right to assign their rights or obligations under the Loan Documents without the prior written consent of the Agent, each Lender and each Issuing Bank, (ii) any assignment by any Lender must be made in compliance with Section 12.3, and (iii) any transfer by Participants must be made in compliance with Section 12.2. Any attempted assignment or transfer by any party not made in compliance with this Section 12.1 shall be null and void, unless such attempted assignment or transfer is treated as a participation in accordance with Section 12.3.2. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and this Section 12.1 does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank, (y) in the case of a Lender which is a Fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee or (z) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to direct or indirect contractual counterparties in swap agreements relating to the Loans; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.

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12.1.2 Designated Lenders.

(i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. Each Designation Agreement shall in accordance with Section 12.6 identify each Commitment, Loan or other interest subject to such Designation Agreement as an Extended Tranche Commitment, an Extended Tranche Loan and an Extended Tranche LC Exposure, as applicable, or as a Non-Extended Tranche Commitment, a Non-Extended Tranche Loan and a Non-Extended Tranche LC Exposure, as applicable. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrowers nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of, the Borrowers or the Agent, assign all or portions of its interests in any Loans to its Designating Lender or to any financial institution consented to by the Agent providing liquidity and/or credit

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facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender.

(ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

12.2. Participations.

12.2.1 Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.

12.2.2 Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Credit Extension or Commitment in which such Participant has an interest which would require consent of all of the Lenders pursuant to the terms of Section 8.2.

12.2.3 Benefit of Certain Provisions. The Borrowers agree that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The

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Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrowers further agree that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrowers, and (ii) any Participant that is not a U.S. Person agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

12.3. Assignments.

12.3.1 Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (other than to any Borrower or an Affiliate of a Borrower) (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each Assignment Agreement shall in accordance with Section 12.6 identify each Commitment, Loan or other interest assigned to a Purchaser as an Extended Tranche Commitment, an Extended Tranche Loan and an Extended Tranche LC Exposure, as applicable, or as a Non-Extended Tranche Commitment, a Non-Extended Tranche Loan and a Non-Extended Tranche LC Exposure, as applicable. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Outstanding Credit Exposure of the assigning Lender or (unless each of the Borrowers and the Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or, if the Commitments have been terminated, the Outstanding Credit Exposure subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this sentence shall not apply to rights in respect of outstanding Competitive Loans.

12.3.2 Consents. The consent of the Borrowers shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that the consent of the Borrowers shall not be required if (i) a Default has occurred and is continuing or (ii) such assignment is in connection with the physical settlement of any

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Lender’s obligations to direct or indirect contractual counterparties in swap agreements relating to the Loans; provided, that the assignment without the Borrowers’ consent pursuant to clause (ii) shall not increase the Borrowers’ liability under Section 3.5. The consent of the Agent and each Issuing Bank shall be required prior to an assignment becoming effective. Any consent required under this Section 12.3.2 shall not be unreasonably withheld or delayed.

12.3.3 Effect; Effective Date. Upon (i) delivery to the Agent of an Assignment Agreement, together with any consents required by Sections 12.3.1 and 12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent); provided that no fee shall be required if a Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure, if any, assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders or the Agent. In the case of an assignment covering all of the assigning Lender’s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.3, the transferor Lender, the Agent and the Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that, upon cancellation and surrender to the Borrowers of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments (or, if such Commitments have been terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

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12.3.4 Register. The Agent, acting solely for this purpose as an agent of the Borrowers (and the Borrowers hereby designate the Agent to act in such capacity), shall maintain at one of its offices in New York, New York a copy of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of and interest on the Loans owing to, each Lender pursuant to the terms hereof from time to time and whether such Lender is an original Lender or assignee of another Lender pursuant to an assignment under this Section 13.3. The entries in the Register shall be conclusive, absent manifest error and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

12.4. Dissemination of Information. The Borrowers authorize each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Borrowers and their Subsidiaries; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

12.5. Tax Certifications. If any interest in any Loan Document is transferred to any Transferee which is not a U.S. Person, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

12.6. Tranches. For all purposes hereunder (i) Extended Commitments and the Loans and LC Exposure arising in respect thereof shall be deemed to comprise the “Extended Tranche” and shall be referred to in the records of the Agent and in each Designation Agreement and each Assignment Agreement as Extended Tranche Commitments, Extended Tranche Loans and Extended Tranche LC Exposure and (ii) Non-Extended Commitments and the Loans and LC Exposure arising in respect thereof shall be deemed to comprise the “Non-Extended Tranche” and shall be referred to in the records of the Agent and in each Designation Agreement and each Assignment Agreement as Non-Extended Tranche Commitments, Non-Extended Tranche Loans and Non-Extended Tranche LC Exposure.

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ARTICLE XIII

NOTICES

13.1. Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to any Borrower, to it in care of Ameren Corporation, 1901 Chouteau Avenue, St. Louis, MO 63103, Attention of Jerre E. Birdsong, Vice President and Treasurer (Telecopy No. (314) 554-6328);

(ii) if to the Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111 Fannin Street, 10^th Floor, Houston, TX 77002, Attention: Regina Harmon (Telecopy No. (713) 427-6307), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, 4th Floor, New York, NY 10017, Attention of Christal Kelso (Telecopy No. (212) 270-0213);

(iii) if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Agent and the applicable Lender. The Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

13.2. Change of Address. Any Borrower, the Agent, any Issuing Bank and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE XIV

COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrowers, the Agent, the Issuing Banks and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.

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ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

15.2. CONSENT TO JURISDICTION. EACH BORROWER, EACH LENDER AND THE AGENT HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH SUCH PERSON HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

15.3. WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT, EACH ISSUING BANK AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

ARTICLE XVI

PROVISIONS RELATING TO THE SUPPLEMENTAL CREDIT AGREEMENT

16.1. General. The following provisions shall apply at all times until the termination of the Non-Extended Commitments on the Commitment Termination Date:

(a) No Revolving Loan shall be made by a Lender pursuant to an Extended Commitment unless there shall simultaneously be made a “Revolving Loan” under and as defined in the Supplemental Credit Agreement (the “Corresponding Loan”) by the same Lender pursuant to its “Commitment” under the Supplemental Credit Agreement, which Corresponding Loan shall bear the same proportion to the “Commitment” of such Lender under the

89

Supplemental Credit Agreement as such Revolving Loan bears to such Lender’s Extended Commitment, and shall be of the same Type and, if applicable, for the same Interest Period, as such Revolving Loan. No conversion, continuation or prepayment of a Revolving Loan (or portion thereof) shall be made hereunder unless there shall be made simultaneously a conversion, continuation or prepayment of the Corresponding Loan (or a ratable portion thereof) under the Supplemental Credit Agreement.

(b) The maximum LC Exposure specified in Section 2.6(b) shall apply on a combined basis to the LC Exposures under and as defined in both Credit Agreements and (i) each Letter of Credit under and as defined in the Supplemental Credit Agreement will be deemed also to be issued under this Agreement (it being understood that the LC Exposure in respect of each such Letter of Credit for purposes of this Agreement shall exclude the participations of the “Lenders” under the Supplemental Credit Agreement in such Letter of Credit); (ii) each Lender under this Agreement will acquire (or, in the case of any Existing Letter of Credit, will be deemed to have acquired) a participation in each Letter of Credit equal to its Pro Rata Share of the portion of the face amount of such Letter of Credit allocated to this Agreement under clause (iv); (iii) the provisions of Section 2.6 of the Credit Agreements will operate, and the Agent, each Issuing Bank and each Lender will have the same rights and obligations, as if the Letters of Credit had been issued under a single credit agreement having the terms set forth in Section 2.6; and (iv) the portion of each Letter of Credit deemed issued under this Agreement shall be equal to a fraction the numerator of which is the Aggregate Commitment at such time and the denominator of which is the sum of the Aggregate Commitment at such time (in each case, as the Commitments and the Aggregate Commitment are adjusted from time to time in accordance with the provisions of this Agreement) and the “Aggregate Commitment” under the Supplemental Credit Agreement (as so adjusted) at such time (or, if the Aggregate Commitment has been terminated, a fraction the numerator of which is the Aggregate Revolving Credit Exposure at such time and the denominator of which is the sum of the Aggregate Revolving Credit Exposure at such time and the “Aggregate Revolving Credit Exposure” under the Supplemental Credit Agreement at such time).

(c) No reduction of the “Commitment” of any Lender under the Supplemental Credit Agreement shall be made unless the Extended Commitment of such Lender shall be simultaneously ratably reduced.

(d) No payment of interest on any “Revolving Loan”, and no payment of fees, shall be made under the Supplemental Credit Agreement unless a simultaneous ratable payment is made of interest on the Corresponding Loan of the same Lender hereunder or of fees hereunder.

(e) No assignment shall be made of any “Extended Commitment” of any Lender, or of any Loans made pursuant to such a Commitment or any rights or interests related thereto, under the Supplemental Credit Agreement unless a ratable assignment is made of the Extended Commitment of such Lender, and of the corresponding Loans made pursuant to such Commitment and the corresponding rights or interests, under this Agreement.

(f) The Borrower Sublimits shall apply on a combined basis to borrowings and other extensions of credit under both Credit Agreements.

90

(g) Borrowing and prepayment minimums and multiples shall apply on a combined basis to borrowings and prepayments under both Credit Agreements.

(h) No amendment shall be made to one Credit Agreement without a corresponding amendment to the other. Voting shall be separate under the two Credit Agreements.

(i) A single promissory note will evidence the obligations of each Borrower under both Credit Agreements.

(j) The Agent and the Borrowers shall be authorized to make such other amendments as they shall deem advisable to implement the intent that the Lenders under this Agreement will have the same rights and benefits, on a ratable basis, as Consenting Lenders under the Supplemental Credit Agreement.

16.2. After the Commitment Termination Date. Upon the termination of the Non-Extended Commitments on the Commitment Termination Date, (a) all the “Commitments” and “Credit Extensions” under the Supplemental Credit Agreement (together with all amounts accrued or owing in respect thereof or otherwise under the Supplemental Credit Agreement) shall be deemed to be outstanding under this Agreement, (b) each of the Aggregate Commitment and the Commitment Schedule will be automatically amended to reflect the addition of the “Commitments” under the Supplemental Credit Agreement and (c) the Supplemental Credit Agreement shall terminate.

[Signature Pages Follow]

91

IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have executed this Agreement as of the date first above written.

AMEREN CORPORATION,
	by
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer
UNION ELECTRIC COMPANY,
	by
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer
AMEREN ENERGY GENERATING COMPANY,
	by
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., as Agent, as a Lender and as an Issuing Bank,
	by
		Name:
		Title:
BARCLAYS BANK PLC, as Syndication Agent, as a Lender and as an Issuing Bank,
	by
		Name:
		Title:

LENDER:

by
	Name:
	Title:

by	*
	Name:
	Title:

* For Lenders requiring an additional signature.

PRICING SCHEDULE — PART I

DECLINING LENDERS

Applicable Margin or Fee	Level I Status		Level II Status		Level III Status		Level IV Status		Level V Status		Level VI Status
LIBOR Spread/LC Participation Fee (when Usage £ 50.0%)	0.180	%	0.220	%	0.350	%	0.425	%	0.500	%	0.800	%
ABR Spread (when Usage £ 50.0%)	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%
LIBOR Spread/LC Participation Fee (when Usage > 50.0%)	0.280	%	0.320	%	0.450	%	0.525	%	0.600	%	1.050	%
ABR Spread (when Usage > 50.0%)	0.000	%	0.000	%	0.000	%	0.000	%	0.000	%	0.050	%
Facility Fee	0.070	%	0.080	%	0.100	%	0.125	%	0.150	%	0.200	%

“Level I Status” exists at any date if, on such date, the applicable Borrower’s Moody’s Rating is A2 or better or the applicable Borrower’s S&P Rating is A or better.

“Level II Status” exists at any date if, on such date, (i) the applicable Borrower has not qualified for Level I Status and (ii) the applicable Borrower’s Moody’s Rating is A3 or better or the applicable Borrower’s S&P Rating is A- or better.

“Level III Status” exists at any date if, on such date, (i) the applicable Borrower has not qualified for Level I Status or Level II Status and (ii) the applicable Borrower’s Moody’s Rating is Baa1 or better or the applicable Borrower’s S&P Rating is BBB+ or better.

“Level IV Status” exists at any date if, on such date, (i) the applicable Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the applicable Borrower’s Moody’s Rating is Baa2 or better or the applicable Borrower’s S&P Rating is BBB or better.

“Level V Status” exists at any date if, on such date, (i) the applicable Borrower has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) the applicable Borrower’s Moody’s Rating is Baa3 or better or the applicable Borrower’s S&P Rating is BBB- or better.

“Level VI Status” exists at any date if, on such date, the applicable Borrower has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status, or Level V Status.

“Moody’s Rating” means, at any time, one of the following three ratings (in the order in which they are to be referenced based on availability): (i) the public rating issued by Moody’s Investors Service, Inc. (“Moody’s”) and then in effect with respect to the applicable Borrower’s senior unsecured long-term debt securities without third-party credit enhancement, (ii) the public rating issued by Moody’s and then in effect with respect to the applicable Borrower’s Obligations under this Agreement without third-party credit enhancement or (iii) the rating one level below the rating issued by Moody’s and then in effect with respect to the applicable Borrower’s senior secured long-term debt or first mortgage bond obligations (in each case, without third-party credit enhancement).

“S&P Rating” means, at any time, one of the following three ratings (in the order in which they are to be referenced based on availability): (i) the public rating issued by Standard and Poor’s Rating Services (“S&P”) and then in effect with respect to the applicable Borrower’s senior unsecured long-term debt securities without third-party credit enhancement, (ii) the public rating issued by S&P and then in effect with respect to the applicable Borrower’s Obligations under this Agreement without third-party credit enhancement or (iii) the rating one level below the rating issued by S&P and then in effect with respect to the applicable Borrower’s senior secured long-term debt or first mortgage bond obligations (in each case, without third-party credit enhancement).

“Status” means Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level IV Status.

“Usage” refers to the Aggregate Outstanding Credit Exposure on any date expressed as a percentage of the Aggregate Commitment on such date.

The Applicable Margin with respect to (i) Advances held by Declining Lenders and made pursuant to Non-Extended Commitments and (ii) LC Disbursements held by Declining Lenders arising in respect of participations in Letters of Credit made pursuant to Non-Extended Commitments shall be determined in accordance with the foregoing table based on the applicable Borrower’s Status as determined from its then-current Moody’s Rating and S&P Rating. The Applicable Fee Rate shall be determined (a) with respect to Facility Fees in respect of Non-Extended Commitments, in accordance with the foregoing table based on the Company’s Status as determined from its then-current Moody’s Rating and S&P Rating and (b) with respect to LC Participation Fees in respect of participations in Letters of Credit made by Declining Lenders pursuant to Non-Extended Commitments, in accordance with the foregoing table based on the applicable Borrower’s Status as determined from its then-current Moody’s Rating and S&P Rating. The Rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date. If at any time any Borrower has no Moody’s Rating or no S&P Rating, Level VI Status shall exist with respect to such Borrower.

If the Company or the applicable Borrower is split-rated and the ratings differential is one level, then each rating agency will be deemed to have a rating in the higher level. If the Company or the applicable Borrower is split-rated and the ratings differential is two levels or more, then each rating agency will be deemed to have a rating one level above the lower rating, unless either rating is below BB+ or unrated (in the case of S&P) or below Ba1 or unrated (in the case of Moody’s), in which case each rating agency will be deemed to have a rating in the lower level.

PRICING SCHEDULE — PART II

CONSENTING LENDERS

Applicable Margin or Fee	Level I Status		Level II Status		Level III Status		Level IV Status		Level V Status		Level VI Status
LIBOR Spread/LC Participation Fee	2.000	%	2.375	%	2.750	%	3.000	%	3.250	%	3.625	%
ABR Spread	1.000	%	1.375	%	1.750	%	2.000	%	2.250	%	2.625	%
Facility Fee	0.250	%	0.375	%	0.500	%	0.750	%	1.000	%	1.125	%

Level Status shall be determined based upon the applicable Ratings for the applicable Borrower provided by Moody’s and S&P. If the applicable Borrower is split-rated, then (a) if the Ratings differential is one level, each rating agency will be deemed to have a Rating in the higher level and (b) if the Ratings differential is two levels or more, then each rating agency will be deemed to have a Rating one level above the lower Rating.

The Applicable Margin with respect to (i) Advances held by Consenting Lenders and made pursuant to Extended Commitments and (ii) LC Disbursements held by Consenting Lenders arising in respect of participations in Letters of Credit made pursuant to Extended Commitments shall be determined in accordance with the foregoing table based on the applicable Borrower’s Status as determined from its then-current Moody’s Rating and S&P Rating. The Applicable Fee Rate shall be determined (a) with respect to Facility Fees in respect of Extended Commitments, in accordance with the foregoing table based on the Company’s Status as determined from its then-current Moody’s Rating and S&P Rating and (b) with respect to LC Participation Fees in respect of participations in Letters of Credit made by Consenting Lenders pursuant to Extended Commitments, in accordance with the foregoing table based on the applicable Borrower’s Status as determined from its then-current Moody’s Rating and S&P Rating.

The Rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date.

“Level I Status” exists at any date if, on such date, the applicable entity’s Moody’s Rating is A2 or better or the applicable entity’s S&P Rating is A or better.

“Level II Status” exists at any date if, on such date, (i) the applicable entity has not qualified for Level I Status and (ii) the applicable entity’s Moody’s Rating is A3 or better or the applicable entity’s S&P Rating is A- or better.

“Level III Status” exists at any date if, on such date, (i) the applicable entity has not qualified for Level I Status or Level II Status and (ii) the applicable entity’s Moody’s Rating is Baa1 or better or the applicable entity’s S&P Rating is BBB+ or better.

“Level IV Status” exists at any date if, on such date, (i) the applicable entity has not qualified for Level I Status, Level II Status or Level III Status and (ii) the applicable entity’s Moody’s Rating is Baa2 or better or the applicable entity’s S&P Rating is BBB or better.

“Level V Status” exists at any date if, on such date, (i) the applicable entity has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) the applicable entity’s Moody’s Rating is Baa3 or better or the applicable entity’s S&P Rating is BBB- or better.

“Level VI Status” exists at any date if, on such date, the applicable entity has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status. Level VI Status also exists on any date if, on such date, the applicable entity does not have at least two Ratings in effect.

“Status” means Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status, or Level VI Status.

“Moody’s Rating” means, at any time, the public rating issued by Moody’s Investors Service, Inc. (“Moody’s”) as then in effect with respect to the applicable Borrower’s senior unsecured long-term debt securities without third-party credit enhancement (which may include a preliminary rating of a shelf registration of the applicable Borrower’s senior unsecured long-term debt securities without third-party credit enhancement).

“S&P Rating” means, at any time, the public rating issued by Standard and Poor’s Rating Services, a division of The McGraw Hill Companies, Inc. (“S&P”), as then in effect with respect to the applicable Borrower’s senior unsecured long-term debt securities without third-party credit enhancement (which may include a preliminary rating of a shelf registration of the applicable Borrower’s senior unsecured long-term debt securities without third-party credit enhancement).

“Rating” means a Moody’s Rating or an S&P Rating.

SCHEDULE 6

8.2 Amendments. Subject to the provisions of this Section 8.2, the Required Lenders (or the Agent with the consent in writing of the Required Lenders) and the Borrowers may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or thereunder or waiving any Default hereunder or thereunder; provided, however, that no such supplemental agreement shall, without the consent of each affected Lender:

8.2.1 Extend the final maturity of any Revolving Loan or LC Disbursement or postpone any payment of principal of any Revolving Loan or LC Disbursement or forgive all or any portion of the principal amount thereof, or reduce the rate or extend the time of payment of interest or fees thereon (other than a waiver of the application of the default rate of interest pursuant to Section 2.14 hereof).

8.2.2 Waive any condition set forth in Section 4.2, or, other than as provided in Section 2.24, reduce the percentage specified in the definition of Required Lenders or any other percentage of Lenders specified to be the Pro Rata Share in this Agreement to act on specified matters or amend the definition of “Pro Rata Share”.

8.2.3 Extend the Extended Commitment Termination Date, or reduce the amount or extend the payment date for, the mandatory payments required under Section 2.2, or increase the amount of the Commitment of any such affected Lender hereunder or increase any Borrower Sublimit hereunder, or permit any Borrower to assign its rights or obligations under this Agreement or change Section 2.15, 2.8.3 or 11.2 in a manner that would alter the pro rata sharing of payments or the application of reductions of commitments on a ratable basis required thereby.

8.2.4 Amend this Section 8.2.

No amendment of any provision of this Agreement relating to the Agent or any Issuing Bank shall be effective without the written consent of the Agent or such Issuing Bank, as the case may be. The Agent may waive payment of the fee required under Section 12.3.3 without obtaining the consent of any other party to this Agreement. Notwithstanding the foregoing, the approval of the Required Lenders shall not be required for any Commitment Increase Amendment and any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Agent if (i) by the terms of such agreement any remaining Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Advance made by it and all other amounts owing to it or accrued for its account under this Agreement.

COMMITMENT SCHEDULE

COMMITMENT SCHEDULE TO

AMENDED AND RESTATED CREDIT AGREEMENT

(from the Amendment Agreement)

ADDITIONAL LENDERS

Lender Name	Commitment
Bank of America, N.A.	$	64,578,508.57
The Bank of Nova Scotia	$	55,106,993.98
Deutsche Bank AG New York Branch	$	54,245,947.20
Morgan Stanley Bank, N.A.	$	45,635,479.39
KeyBank National Association	$	27,553,496.99
Regions Bank	$	27,553,496.99
Morgan Stanley Senior Funding, Inc.	$	21,526,169.52
The Royal Bank of Scotland plc	$	15,498,842.06
Comerica Bank	$	12,915,701.71

CONSENTING LENDERS

Lender Name	Commitment
JPMorgan Chase Bank, N.A.	$	77,924,733.66
Barclays Bank PLC	$	77,924,733.67
BNP Paribas	$	52,093,330.25
Goldman Sachs Bank USA	$	65,439,555.35
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	64,578,508.57
U.S. Bank National Association	$	44,774,432.61
UBS Loan Finance LLC	$	67,161,648.91
The Bank of New York Mellon	$	49,940,713.29
Fifth Third Bank	$	34,441,871.24
The Nothern Trust Company	$	21,956,692.91
Commerce Bank, N.A.	$	17,220,935.62
UMB Bank	$	14,207,271.89
National City Bank	$	17,220,935.62

NON-CONSENTING LENDERS

Lender Name	Commitment
Citicorp USA, Inc.	$	82,500,000
Wachovia Bank, National Association	$	73,000,000
HSBC Bank	$	65,000,000
TOTAL	$	1,150,000,000

1

LC COMMITMENT SCHEDULE

LC COMMITMENT SCHEDULE TO

AMENDED AND RESTATED CREDIT AGREEMENT

Issuing Bank	LC Commitment
JPMorgan Chase Bank, N.A.	$	287,500,000.00

1

SCHEDULE 1

SCHEDULE 1

SUBSIDIARIES

(See Section 5.8)

SUBSIDIARIES OF AMEREN CORPORATION

Subsidiary	Jurisdiction of Organization	Owned By	Percent Ownership
1.      Union Electric Company	Missouri	Ameren Corporation	100	%
a.      Union Electric Capital Trust	Delaware	Union Electric Company	100	%
2.      Ameren Services Company	Missouri	Ameren Corporation	100	%
3.      Ameren Development Company	Missouri	Ameren Corporation	100	%
a.      Gateway Energy Systems, L.C.	Missouri	Ameren Development Company	100	%
b.      Missouri Central Railroad Company	Delaware	Ameren Development Company	89.1	%
c.      CIPSCO Leasing Company	Illinois	Ameren Development Company	100	%
d.      Gateway Energy WGK Project, L.L.C.	Illinois	Gateway Energy Systems, L.C.	100	%
4.      Energy Risk Assurance Company	Vermont	Ameren Corporation	100	%
a.      Missouri Energy Risk Assurance Company LLC	Missouri	Energy Risk Assurance Company	100	%
5.      Ameren Illinois Transmission	Illinois	Ameren Corporation	100	%
6.      Ameren Energy Resources Company, LLC	Delaware	Ameren Corporation	100	%
a.      AmerenEnergy Medina Valley Cogen L.L.C.	Illinois	Ameren Energy Resources Company, LLC	100	%
b.      Ameren Energy Fuels and Services Company	Illinois	Ameren Energy Resources Company, LLC	100	%
c.      Illinois Materials Supply Co.	Illinois	Ameren Energy Resources Company, LLC	100	%

Schedule 1 Page 1

Subsidiary	Jurisdiction of Organization	Owned By	Percent Ownership
d.      Ameren Energy Marketing Company	Illinois	Ameren Energy Resources Company, LLC	100	%
e.      Ameren Energy Generating Company	Illinois	Ameren Energy Resources Company, LLC	100	%
f.       Electric Energy Inc.	Illinois	Ameren Energy Resources Company, LLC	80	%
g.      Coffen and Western Railroad Company	Illinois	Ameren Energy Generating Company	100	%
h.      Met-South Inc.	Illinois	Electric Energy Inc.	100	%
i.       Midwest Electric Power, Inc.	Illinois	Electric Energy Inc.	100	%
j.       Massac Enterprises LLC	Illinois	Electric Energy Inc.	100	%
k.      Joppa & Eastern Railroad Company	Illinois	Electric Energy Inc.	100	%
7.      Ameren Capital Trust I	Delaware	Ameren Corporation	100	%
8.      Ameren Capital Trust II	Delaware	Ameren Corporation	100	%

Schedule 1 Page 2

SUBSIDIARIES OF UNION ELECTRIC COMPANY

Subsidiary	Jurisdiction of Organization	Owned By	Percent Ownership
1.      Union Electric Capital Trust	Delaware	Union Electric Company	100	%

Schedule 1 Page 3

SUBSIDIARIES OF AMEREN ENERGY GENERATING COMPANY

Subsidiary	Jurisdiction of Organization	Owned By	Percent Ownership
1.      Coffeen and Western Railroad Company	Illinois	Ameren Energy Generating Company	100	%

Schedule 1 Page 4

SCHEDULE 2

SCHEDULE 2

LIENS

(see Section 6.13.5)

None.

Schedule 2 Page 1

SCHEDULE 3

SCHEDULE 3

RESTRICTIVE AGREEMENTS

(see Section 6.16)

Following are the agreements or other arrangements existing as of the effective date of the Amended and Restated Credit Agreement dated as of June __, 2009, (the “Agreement”), among the Company, the Borrowing Subsidiaries, the lending institutions identified therein as Lenders, JPMorgan Chase Bank, as Agent, and Barclays Bank PLC, as Syndication Agent and provisions, that prohibit, restrict or impose any condition upon the ability of the Company or any Subsidiary (other than a Project Finance Subsidiary) (i) to pay dividends or make any other distribution on its common stock, (ii) to pay any Indebtedness or other obligation owed to such Borrower or any other Subsidiary of such Borrower, or (iii) to make loans or advances or other Investments in such Borrower or any other Subsidiary of such Borrower. The following list does not include restrictions and conditions imposed by law or by the above-referenced Agreement. Terms defined in the above-referenced Agreement are used herein with the same meanings.

Union Electric

Union Electric Subordinated Deferrable Interest Debentures 7.69% Series A due 2036: Dividend Restriction. If Union Electric exercises its right to extend the interest payment period on the debentures, Union Electric may not, during any such extension period, declare or pay any dividend on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payments with respect to the foregoing.

Genco

Genco Indenture dated November 1, 2000, as supplemented: Restricted/Conditional Payments. So long as any senior notes are outstanding, (a) if Genco’s Senior Debt Service Coverage Ratio calculated on a Pro-Forma Basis (both as defined in Article I of this indenture) is below 1.75 to 1.0 for the most recently ended four fiscal quarters prior to the date of measurement or, based on projections prepared by Genco, below 1.75 to 1.0 (or 1.50 to 1.0 under circumstances described in Section 3.11(b) of this indenture) for any of the succeeding four six-month periods from the month including the date of measurement, Genco may not (i) pay dividends on or redeem or repurchase its capital stock or (ii) make payments of principal or interest on any subordinated indebtedness Genco has issued except for Genco’s $552 million promissory note with CIPS dated May 1, 2000 unless any such redemption or repurchase of capital stock or subordinated indebtedness is paid from proceeds received from the concurrent issuance of capital stock or other subordinated indebtedness, and (b) Genco may not make any principal payment on the $552 million promissory note with CIPS other than the final payment due upon maturity if Genco does not have sufficient Available Cash (as defined in Article I of this indenture) to do so. There are no restrictions or conditions in the Indenture limiting Genco’s ability to make repayments of borrowings under, or investments in, the Company’s Non-utility Money Pool Agreement.

Schedule 3 Page 1

SCHEDULE 4

SCHEDULE 4

REGULATORY AUTHORIZATIONS

(See Sections 4.1.6 and 5.18)

The Federal Energy Regulatory Commission has issued the following orders under the Federal Power Act to authorize the incurrence by Union Electric Company (“Union Electric”) and Ameren Energy Generating Company (“Genco”) of the Indebtedness contemplated by this Agreement:

• Letter order issued on March 21, 2008 (Docket No. ES08-16-000) authorizes the incurrence of short-term indebtedness by each of Union Electric, Genco, CIPS and CILCO in an aggregate principal amount outstanding not to exceed the following amounts for each, subject to, among other things, the condition that all such indebtedness be issued on or before March 31, 2010: Union Electric - $1,000,000,000; Genco - $500,000,000; CIPS - $250,000,000 and CILCO - $250,000,000. This letter order also authorizes Genco to incur long-term indebtedness in an aggregate principal amount outstanding not to exceed $750,000,000.

Schedule 4 Page 1

SCHEDULE 5

SCHEDULE 5

CONTINGENT OBLIGATIONS

(See Section 5.4)

[None.]

Schedule 5 Page 1

EXHIBIT A-1

June 30, 2009

To the Lenders and

JPMorgan Chase Bank, N.A., as

Administrative Agent

270 Park Avenue

New York, NY 10017

Dear Ladies and Gentlemen:

I, S.R. Sullivan, am the Senior Vice President, General Counsel and Secretary of Ameren Corporation, a Missouri corporation (the “Company”), and its subsidiaries Union Electric Company, a Missouri corporation (“UE”) and Ameren Energy Generating Company, an Illinois corporation (“Genco”) (the Company and such subsidiaries each a “Borrower” and collectively, the “Borrowers”). I, or lawyers under my direction, have acted as counsel for each of the Borrowers in connection with (i) the Amendment Agreement dated as of June 30, 2009 (the “Amendment Agreement”), among the Company, UE, Genco, as borrowers, the lenders party hereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”) and Barclays Bank PLC, as Syndication Agent (the “Syndication Agent”), in respect of the Amended and Restated Credit Agreement dated as of July 14, 2006, among the Borrowers, Central Illinois Public Service Company, an Illinois corporation, Central Illinois Light Company, an Illinois corporation, and Illinois Power Company, an Illinois corporation, the Lenders, the Agent, and the Syndication Agent, (ii) the Amended and Restated Credit Agreement amended and restated as of June 30, 2009 (the “Amended and Restated Credit Agreement”) among the Borrowers, the Lenders, the Agent, and the Syndication Agent, and (iii) the Supplemental Credit Agreement dated as of June 30, 2009 (the “Supplemental Credit Agreement,” and together with the Amendment Agreement, the Amended and Restated Credit Agreement, and, in each case, any Notes issued pursuant thereto, the “Loan Documents”) among the Borrowers, the lenders from time to time parties thereto, the Agent, and the Syndication Agent. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Amendment Agreement, the Amended and Restated Credit Agreement and the Supplemental Credit Agreement, as applicable.

In rendering the opinion expressed below, I, or lawyers under my direction, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion.

In making the examinations described above, I have assumed without independent investigation the capacity of natural persons (other than the office held by each representative of the Borrowers) as reflected adjacent to such individual’s signature on the Loan Documents, the genuineness of all signatures

(other than those of representatives of the Borrowers appearing on the Amendment Agreement, the Supplemental Credit Agreement, and the Notes), the authenticity of all documents furnished to me as originals, the conformity to originals of all documents furnished to me as certified or photostatic copies and the authenticity of the originals of such documents. In addition, I have assumed without independent investigation that (i) the Amendment Agreement and the Supplemental Credit Agreement have been duly authorized, executed and delivered by the Lenders and the Agent, and constitute their valid, lawful and binding obligation and agreement, and (ii) there is no separate agreement, undertaking, or course of dealing modifying, varying or waiving any of the terms of the Loan Documents. As to matters of fact not independently established by me relevant to the opinions set forth herein, I have relied without independent investigation on the representations contained in the Loan Documents and in certificates of public officials and responsible representatives of each Borrower furnished to me; provided, however, that I advise that in the course of my representation of the Borrowers, I obtained no information that leads me to believe that any such representation or certificate is untrue or misleading in any material respect.

Upon the basis of and subject to the foregoing, I am of the opinion that:

1. Each of the Borrowers and each of their Subsidiaries (other than any Project Finance Subsidiary or Non-Material Subsidiary or an SPC) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business as presently conducted in each jurisdiction in which its business is conducted, other than the failure of any such Borrower to be qualified to transact business in any such jurisdiction to the extent such failure could not reasonably be expected to result in a Material Adverse Effect.

2. Each of the Borrowers has the power and authority and legal right to execute and deliver the Amendment Agreement, the Supplemental Credit Agreement, and the Notes and to perform its obligations under the Loan Documents. The execution and delivery by each of the Borrowers of the Amendment Agreement, the Supplemental Credit Agreement, and the Notes and the performance by each of the Borrowers of its obligations under the Loan Documents have been duly authorized by proper proceedings, and the Loan Documents to which such Borrower is a party constitute legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

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3. Neither the execution and delivery by the Borrowers of the Amendment Agreement, the Supplemental Credit Agreement, and the Notes, nor the consummation of the transactions contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or any of its Subsidiaries or (ii) such Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, any material instrument or any material agreement to which such Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Borrower or a Subsidiary pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by such Borrower or any of its Subsidiaries, is required to be obtained by such Borrower or any of its Subsidiaries in connection with the execution and delivery of the Amendment Agreement, the Supplemental Credit Agreement, and the Notes, the borrowings and issuances of Letters of Credit for account of such Borrower under the Loan Documents, the payment and performance by such Borrower of its Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents with respect to such Borrower.

4. Except for the Disclosed Matters, there is no litigation, arbitration, governmental investigation, proceeding or inquiry currently existing, or, to the best of my knowledge after due inquiry, pending or threatened against or affecting the Borrowers or any of their Subsidiaries, which, if determined adversely to such Borrower or any Subsidiary, could reasonably be expected to have a Material Adverse Effect with respect to such Borrower or any of its Subsidiaries or which seeks to prevent, enjoin or delay the making of any Loans or would adversely effect the legality, validity or enforceability of the Loan Documents as to such Borrower or the ability of such Borrower to perform the transactions contemplated therein.

5. No Borrower is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

6. The Company is a “holding company” and each of UE and Genco is a “public-utility”, as such terms are defined in the Public Utility Holding Company Act of 2005. The FERC, in accordance with the Federal Power Act, has issued an order authorizing the incurrence of short-term indebtedness by each of UE and Genco in an aggregate principal amount outstanding not to exceed $ 1 billion and $500,000,000, respectively, subject to, among other things, the

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condition that all such indebtedness be issued on or before March 31, 2010. Unless such authorization is no longer required by applicable laws and regulations, additional authorization from the FERC (or any governmental agency that succeeds to the authority of the FERC) will be necessary for each of UE and Genco to obtain any Advances under the Supplemental Credit Agreement and the Amended and Restated Credit Agreement or to incur or issue short-term indebtedness, including without limitation Advances extended under the Supplemental Credit Agreement and the Amended and Restated Credit Agreement after March 31, 2010. Except for the aforesaid order of the FERC, no regulatory authorizations, approvals, consents, registrations, declarations or filings are required in connection with the borrowings by, and issuances of Letters of Credit for the account of, the Borrowers under the Supplemental Credit Agreement or the Amended and Restated Credit Agreement or the performance by each Borrower of its Obligations under the Loan Documents, except where the failure to have obtained, made or maintained any such authorizations, approvals, consents, registrations, declarations or filings could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower. No regulatory authorizations, approvals, consents, registrations, declarations or filings are required in connection with the borrowings by, and issuances of Letters of Credit for the account of, any Borrower under the Supplemental Credit Agreement and the Amended and Restated Credit Agreement or the performance by any Borrower of its Obligations, except as set forth above or where the failure to have obtained, made or maintained any such authorizations, approvals, consents, registrations, declarations or filings could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower.

7. In a properly presented case, a Missouri court or a federal court applying Missouri choice of law rules should give effect to the choice of law provisions of the Loan Documents and should hold that the Loan Documents are to be governed by the laws of the State of New York rather than the laws of the State of Missouri. In rendering the foregoing opinion, I note that by their terms the Loan Documents expressly select New York law as the law governing their interpretation and that the Loan Documents were delivered to the Agent in New York. The choice of law provisions of the Loan Documents are not voidable under the laws of the State of Missouri. Notwithstanding the foregoing, even if a Missouri court or a federal court holds that the Loan Documents are to be governed by the laws of the State of Missouri, the Loan Documents constitute legal, valid and binding obligations of each of the Borrowers, enforceable under Missouri law (including usury provisions) against such Borrower in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

I express no opinion as to the compliance or noncompliance, or the effect of the compliance or noncompliance, of any addressee with any state or federal laws or regulations applicable to it by reason of its status as or affiliation with a federally insured depository institution.

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I am a member of the Bar of the State of Missouri and the foregoing opinion is limited to the laws of the State of Missouri and the Federal laws of the United States of America. I note that the Loan Documents are governed by the laws of the State of New York and, for purposes of the opinion expressed in opinion paragraph 2 above, I have assumed that the laws of the State of New York do not differ from the laws of the State of Missouri in any manner that would render such opinion incorrect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other Person (other than your successors and assigns as Lenders) without my prior written consent. Notwithstanding anything in this opinion letter to the contrary, you may disclose this opinion (i) to prospective successors and assigns of the addressees hereof, (ii) to regulatory authorities having jurisdiction over any of the addressees hereof or their successors and assigns, and (iii) pursuant to valid legal process, in each case without my prior consent.

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This opinion is delivered as of the date hereof and I undertake no, and disclaim any, obligation to advise you of any change in matters of law or fact set forth herein or upon which this opinion is based.

Very truly yours,

EXHIBIT A-2

June 30, 2009

To the Lenders and

JPMorgan Chase Bank, N.A., as

Administrative Agent

270 Park Avenue

New York, NY 10017

Dear Ladies and Gentlemen:

I, Craig W. Stensland, am an Associate General Counsel of Ameren Services Company, a subsidiary of Ameren Corporation, a Missouri corporation (the “Company”) and an affiliate of Ameren Energy Generating Company, an Illinois corporation (“Genco”) which provides legal and other professional services to Genco. I, or lawyers under my direction, have acted as counsel for Genco in connection with (i) the Amendment Agreement dated as of June 30, 2009 (the “Amendment Agreement”), among the Company, Union Electric Company, a Missouri corporation (“UE”), and Genco (each a “Borrower”, and collectively, the “Borrowers”), the lenders party hereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”) and Barclays Bank PLC, as Syndication Agent (the “Syndication Agent”), in respect of the Amended and Restated Credit Agreement dated as of July 14, 2006, among the Borrowers, Central Illinois Public Service Company, an Illinois corporation, Central Illinois Light Company, an Illinois corporation, and Illinois Power Company, an Illinois corporation, the Lenders, the Agent, and the Syndication Agent, (ii) the Amended and Restated Credit Agreement amended and restated as of June 30, 2009 (the “Amended and Restated Credit Agreement”) among the Borrowers, the Lenders, the Agent, and the Syndication Agent, and (iii) the Supplemental Credit Agreement dated as of June 30, 2009 (the “Supplemental Credit Agreement,” and together with the Amendment Agreement, the Amended and Restated Credit Agreement, and, in each case, any Notes issued pursuant thereto, the “Loan Documents”) among the Borrowers, the lenders from time to time parties thereto, the Agent, and the Syndication Agent. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Amendment Agreement, the Amended and Restated Credit Agreement and the Supplemental Credit Agreement, as applicable.

In rendering the opinion expressed below, I, or lawyers under my direction, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion.

In making the examinations described above, I have assumed without independent investigation the capacity of natural persons (other than the office held by each representative of the Borrowers) as reflected adjacent to such individual’s signature on the Loan Documents, the genuineness of all signatures (other than those of representatives of Genco appearing on the Amendment Agreement, the Supplemental Credit Agreement, and the Notes), the authenticity of all documents furnished to me as originals, the conformity to originals of all documents furnished to me as certified or photostatic copies and the authenticity of the originals of such documents. In addition, I have assumed without independent investigation that (i) the Amendment Agreement and the Supplemental Credit Agreement have been duly authorized, executed and delivered by the Lenders and the Agent, and constitute their valid, lawful and binding obligation and agreement, and (ii) there is no separate agreement, undertaking, or course of dealing modifying, varying or waiving any of the terms of the Loan Documents. As to matters of fact not independently established by me relevant to the opinions set forth herein, I have relied without independent investigation on the representations contained in the Loan Documents and in certificates of public officials and responsible representatives of Genco furnished to me; provided, however, that I advise that in the course of my representation of Genco, I obtained no information that leads me to believe that any such representation or certificate is untrue or misleading in any material respect.

Upon the basis of and subject to the foregoing, I am of the opinion that:

1. Genco and each of its Subsidiaries (other than any Project Finance Subsidiary or Non-Material Subsidiary or an SPC) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business as presently conducted in each jurisdiction in which its business is conducted, other than the failure of Genco or any of its Subsidiaries (other than any Project Finance Subsidiary or Non-Material Subsidiary or an SPC) to be qualified to transact business in any such jurisdiction to the extent such failure could not reasonably be expected to result in a Material Adverse Effect.

2. Genco has the power and authority and legal right to execute and deliver the Amendment Agreement, the Supplemental Credit Agreement, and the Notes and to perform its obligations under the Loan Documents. The execution and delivery by Genco of the Amendment Agreement, the Supplemental Credit Agreement, and the Notes and the performance by Genco of its obligations under the Loan Documents have been duly authorized by proper proceedings, and the Loan Documents to which Genco is a party constitute legal, valid and binding obligations of Genco enforceable against Genco in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

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3. Neither the execution and delivery by Genco of the Amendment Agreement, the Supplemental Credit Agreement, and the Notes, nor the consummation of the transactions contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Genco or any of its Subsidiaries, or (ii) Genco’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture, material instrument or material agreement to which Genco or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of Genco or a Subsidiary pursuant to the terms of, any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by Genco or any of its Subsidiaries, is required to be obtained by Genco or any Subsidiary in connection with the execution and delivery of the Amendment Agreement, the Supplemental Credit Agreement, and the Notes, the issuances of Letters of Credit for the account of Genco under the Loan Documents, the payment and performance by Genco of its Obligations or the legality, validity, binding effect or enforceability as to Genco of any of the Loan Documents.

4. In a properly presented case, an Illinois court or a federal court applying Illinois choice of law rules should give effect to the choice of law provisions of the Loan Documents and should hold that the Loan Documents are to be governed by the laws of the State of New York rather than the laws of the State of Illinois. In rendering the foregoing opinion, I note that by their terms the Loan Documents expressly select New York law as the law governing their interpretation and that the Loan Documents were delivered to the Agent in New York. The choice of law provisions of the Loan Documents are not voidable under the laws of the State of Illinois. Notwithstanding the foregoing, even if an Illinois court or a federal court holds that the Loan Documents are to be governed by the laws of the State of Illinois, the Loan Documents constitute legal, valid and binding obligations of Genco, enforceable under Illinois law (including usury provisions) against Genco in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

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I express no opinion as to the compliance or noncompliance, or the effect of the compliance or noncompliance, of any addressee with any state or federal laws or regulations applicable to it by reason of its status as or affiliation with a federally insured depository institution.

I am a member of the Bar of the State of Illinois and the foregoing opinion is limited to the laws of the State of Illinois and the Federal laws of the United States of America. I note that the Loan Documents are governed by the laws of the State of New York and, for purposes of the opinion expressed in opinion paragraph 2 above, I have assumed that the laws of the State of New York do not differ from the laws of the State of Illinois in any manner that would render such opinion incorrect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other Person (other than your successors and assigns as Lenders) without my prior written consent. Notwithstanding anything in this opinion letter to the contrary, you may disclose this opinion (i) to prospective successors and assigns of the addressees hereof, (ii) to regulatory authorities having jurisdiction over any of the addressees hereof or their successors and assigns, and (iii) pursuant to valid legal process, in each case without my prior consent.

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This opinion is delivered as of the date hereof and I undertake no, and disclaim any, obligation to advise you of any change in matters of law or fact set forth herein or upon which this opinion is based.

Very truly yours,
	Craig W. Stensland
	Associate General Counsel
	Ameren Services Company

EXHIBIT B

[FORM OF COMPLIANCE CERTIFICATE]

To: The Lenders parties to the

Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Amended and Restated Credit Agreement dated as of June [ ], 2009 (as amended, modified, renewed or extended from time to time, the “Agreement”) among Ameren Corporation (the “Company”), and its subsidiaries Union Electric Company and Ameren Energy Generating Company (the Company and such subsidiaries each, a “Borrower” and collectively, the “Borrowers”), the lenders party thereto, JPMorgan Chase Bank, N.A., as Agent and Barclays Bank PLC, as Syndication Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected Vice President and Treasurer of each of the Borrowers;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of each Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4. Schedule I attached hereto sets forth financial data and computations evidencing each Borrower’s compliance with certain covenants of the Agreement as of the end of the most recent fiscal quarter for which such financial data and computations have been prepared.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the applicable Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered this      day of                     ,             .

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SCHEDULE I

TO COMPLIANCE CERTIFICATE

Compliance as of                     ,          with

Provisions of Section 6.17 of

the Agreement

LEVERAGE RATIO¹

Company:
Consolidated Indebtedness of the Company:	$
Consolidated Total Capitalization of the Company:	$
Company’s Leverage Ratio (Ratio of 1 to 2):		to 1.00
Union Electric*:
Consolidated Indebtedness of Union Electric:	$
Consolidated Total Capitalization of Union Electric:	$
Union Electric’s Leverage Ratio (Ratio of 1 to 2):		to 1.00
Genco*:
Consolidated Indebtedness of Genco:	$
Consolidated Total Capitalization of Genco:	$
Genco’s Leverage Ratio (Ratio of 1 to 2):		to 1.00

* If the compliance certificate is requested by a Lender or an Issuing Bank pursuant to Section 4.2 in connection with a Credit Extension to a Borrowing Subsidiary, only the section with respect to the applicable Borrowing Subsidiary is to be completed.

EXHIBIT C

[FORM OF ASSIGNMENT AGREEMENT]

This Assignment Agreement (the “Assignment Agreement”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit, guaranties and swingline loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor against any Person whether known or unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:		[and is an [Affiliate]/[Approved
		Fund]2 of [identify Lender]]
3.	Borrowers:	Ameren Corporation and its subsidiaries Union Electric Company and Ameren Energy Generating Company
4.	Agent:	JPMorgan Chase Bank, N.A., as Agent under the Credit Agreement.
5.	Credit Agreement:	The Amended and Restated Credit Agreement, dated as of June [ ], 2009, among the Borrowers, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Agent and Barclays Bank PLC, as Syndication Agent.
6.	Assigned Interest:

Aggregate Amount of Commitment/Loans for all Lenders*	Amount of Commitment/Loans Assigned*	Percentage Assigned of Commitment/Loans3		Type of Assignment4
$	$		%
$	$		%
$	$		%

7. Trade Date: ⁵

² Select as applicable.

* Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

³ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

⁴ Please indicate in accordance with Section 12.6 of the Credit Agreement whether each Commitment, Loan or other interest assigned as on [Extended]/[Non-Extended] Tranche Commitment, or [Extended]/[Non-Extended] Tranche Loan, and an [Extended]/[Non-Extended] Tranche LC Exposure, as applicable.

⁵ Insert if satisfaction of minimum amounts is to be determined as of the Trade Date.

2

Effective Date:                     , 20     [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.]

3

The terms set forth in this Assignment Agreement are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Title:

[Consented to and]⁶ Accepted:

JPMORGAN CHASE BANK, N.A., as Agent

By:

Title:

[Consented to:]⁷

AMEREN CORPORATION

By:

Title:

[Consented to:]⁸

UNION ELECTRIC COMPANY

By:

Title:

⁶ To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

⁷ To be added only if the consent of each Borrower is required by the terms of the Credit Agreement.

⁸ To be added only if the consent of each Borrower is required by the terms of the Credit Agreement.

4

[Consented to]⁹

AMEREN ENERGY GENERATING COMPANY

By:

Title:

⁹ To be added only if the consent of each Borrower is required by the terms of the Credit Agreement.

5

ANNEX 1

TO

ASSIGNMENT AGREEMENT

TERMS AND CONDITIONS FOR ASSIGNMENTS

1. Representations and Warranties.

1.1 Assignor. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority, collectibility, or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document, (v) inspecting any of the property, books or records of the Borrowers, or any guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment Agreement, (iv) none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment Agreement, (vi) it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (vii) attached as Schedule 1 to this Assignment Agreement is any documentation required to be delivered by the Assignee with respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information

as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. The Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

ADMINISTRATIVE QUESTIONNAIRE

(Schedule to be supplied by Closing Unit or Trading Documentation Unit)

US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS

(Schedule to be supplied by Closing Unit or Trading Documentation Unit)

EXHIBIT D

LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To JPMorgan Chase Bank, NA,

as Agent (the “Agent”) under the Credit Agreement

Described Below.

Re: Amended and Restated Credit Agreement dated as of June     , 2009 (the “Credit Agreement”) among Ameren Corporation, Union Electric Company, Ameren Energy Generating Company (collectively, the “Borrowers”), the Lenders named therein, JPMorgan Chase Bank, N.A., as Agent (the “Agent”), and Barclays Bank PLC, as Syndication Agent (the “Syndication Agent”) and the Supplemental Credit Agreement dated as of June     , 2009 (the “Supplemental Credit Agreement”) among the Borrowers, the Lenders named therein, the Agent and the Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

Ameren Corporation (“Ameren”) hereby specifically authorizes and directs the Agent to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit to Ameren from time to time until receipt by the Agent of a specific written revocation of such instructions by Ameren, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by Ameren in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.17 of the Credit Agreement.

Facility Identification Number(s)
Customer/Account Name:	Ameren Corporation
Transfer Funds To:	Bank Name/Location: US Bank / Cincinnati, OH Account Name: Ameren Corporation General ABA Routing & Transit: 042000013 Account Number: 130103018037

Authorized Officer (Customer Representative):	Date:
Lee Nickloy
(Please Print)	Signature
Bank Officer Name:	Date:
(Please Print)	Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To JPMorgan Chase Bank, NA,

as Agent (the “Agent”) under the Credit Agreement

Described Below.

Re: Amended and Restated Credit Agreement dated as of June     , 2009 (the “Credit Agreement”) among Ameren Corporation, Union Electric Company, Ameren Energy Generating Company (collectively, the “Borrowers”), the Lenders named therein, JPMorgan Chase Bank, N.A., as Agent (the “Agent”), and Barclays Bank PLC, as Syndication Agent (the “Syndication Agent”) and the Supplemental Credit Agreement dated as of June     , 2009 (the “Supplemental Credit Agreement”) among the Borrowers, the Lenders named therein, the Agent and the Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

Union Electric Company (“Union Electric”) hereby specifically authorizes and directs the Agent to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit to Union Electric from time to time until receipt by the Agent of a specific written revocation of such instructions by Union Electric, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by Union Electric in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.17 of the Credit Agreement.

Facility Identification Number(s)
Customer/Account Name:	Union Electric Company
Transfer Funds To:	Bank Name/Location: US Bank, Cincinnati, OH Account Name: AmerenUEC General ABA Routing & Transit: 042000013 Account Number: 130103018045

Authorized Officer (Customer Representative):	Date:
Lee Nickloy
(Please Print)	Signature
Bank Officer Name:	Date:
(Please Print)	Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To JPMorgan Chase Bank, NA,

as Agent (the “Agent”) under the Credit Agreement

Described Below.

Re: Amended and Restated Credit Agreement dated as of June     , 2009 (the “Credit Agreement”) among Ameren Corporation, Union Electric Company, Ameren Energy Generating Company (collectively, the “Borrowers”), the Lenders named therein, JPMorgan Chase Bank, N.A., as Agent (the “Agent”), and Barclays Bank PLC, as Syndication Agent (the “Syndication Agent”) and the Supplemental Credit Agreement dated as of June     , 2009 (the “Supplemental Credit Agreement”) among the Borrowers, the Lenders named therein, the Agent and the Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

Ameren Energy Generating Company (“Genco”) hereby specifically authorizes and directs the Agent to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit to Genco from time to time until receipt by the Agent of a specific written revocation of such instructions by Genco, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by Genco in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.17 of the Credit Agreement.

Facility Identification Number(s)
Customer/Account Name:	Ameren Energy Generating Company
Transfer Funds To:	Bank Name/Location: JP Morgan Chase Bank Account Name: Ameren Energy Generating General ABA Routing & Transit: 021000021 Account Number: 716492277

Authorized Officer (Customer Representative):	Date:
Lee Nickloy
(Please Print)	Signature
Bank Officer Name:	Date:
(Please Print)	Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)

EXHIBIT E

[FORM OF PROMISSORY NOTE]

[Date]            

                            , a                      corporation (the “Borrower”), promises to pay to the order of                                          (the “Lender”) on the Availability Termination Date                      DOLLARS ($            ) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A., in New York, New York, as Agent, together with accrued but unpaid interest thereon. The Borrower shall pay interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Revolving Loan and the date and amount of each principal payment hereunder.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of the Amended and Restated Credit Agreement dated as of June 30, 2009 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among Ameren Corporation, Union Electric Company and Ameren Energy Generating Company, the lenders party thereto, including the Lender, JPMorgan Chase Bank, N.A., as Agent and Barclays Bank PLC, as Syndication Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

By:

Print Name:

Title:

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

TO

NOTE OF                             ,

DATED                     ,

Date Principal
Amount of
Loan Maturity
of Interest
Period Principal
Amount
Paid Unpaid
Balance

EXHIBIT F

[FORM OF DESIGNATION AGREEMENT]

Dated                     , 20    

Reference is made to the Amended and Restated Credit Agreement dated as of June [ ], 2009 (as amended or otherwise modified from time to time, the “Credit Agreement”) among Ameren Corporation, a Missouri corporation (the “Company”), and its subsidiaries Union Electric Company, a Missouri corporation and Ameren Energy Generating Company, an Illinois corporation (the Company and such subsidiaries each, a “Borrower” and collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., (having its principal office in New York, NY), as Agent and Barclays Bank PLC, as Syndication Agent. Terms defined in the Credit Agreement are used herein as therein defined.

                     (the “Designating Lender”),                      (the “Designated Lender”), and the Borrowers agree as follows:

1. The Designating Lender hereby designates the Designated Lender, and the Designated Lender hereby accepts such designation, as its Designated Lender under the Credit Agreement.

2. The Designating Lender makes no representations or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.

3. The Designated Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Article V and Article VI thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, the Designating Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action it may be permitted to take under the Credit Agreement; (iii) confirms that it is an Eligible Designee; (iv) appoints and authorizes the Designating Lender as its administrative agent and attorney-in-fact and grants the Designating Lender an irrevocable power of attorney to receive payments made for the benefit of the Designated Lender under the Credit Agreement and to deliver and receive all communications and notices under the Credit Agreement, if any, that Designated Lender is obligated to deliver or has the right to receive thereunder; (v) acknowledges that it is subject to and bound by the confidentiality provisions of the Credit Agreement (except as permitted under Section 12.4 thereof); and (vi) acknowledges that the Designating Lender retains the sole right and responsibility to vote under the Credit Agreement, including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Agreement, and agrees that the Designated Lender shall be bound by all such votes, approvals, amendments, modifications and waivers and all other agreements of the Designating Lender pursuant to or in connection with the Credit Agreement.

4. Following the execution of this Designation Agreement by the Designating Lender, the Designated Lender and the Borrowers, it will be delivered to the Agent for acceptance and recording by the Agent. The parties hereto shall attach a Schedule A which, in accordance with Section 12.6 of the Credit Agreement, shall identify each Commitment, Loan or other interest subject to this Agreement as an Extended Tranche Commitment, an Extended Tranche Loan and an Extended Tranche LC Exposure, as applicable, or as a Non-Extended Tranche Commitment, a Non-Extended Tranche Loan and a Non-Extended Tranche LC Exposure, as applicable. The effective date of this Designation Agreement shall be the date of acceptance thereof by the Agent, unless otherwise specified on the signature page hereto (the “Effective Date”).

5. Upon such acceptance and recording by the Agent, as of the Effective Date (a) the Designated Lender shall have the right to make Loans as a Lender pursuant to Article II of the Credit Agreement and the rights of a Lender related thereto and (b) the making of any such Loans by the Designated Lender shall satisfy the obligations of the Designating Lender under the Credit Agreement to the same extent, and as if, such Loans were made by the Designating Lender.

6. Each party to this Designation Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 6 of the Designation Agreement shall survive the termination of this Designation Agreement and termination of the Credit Agreement.

7. This Designation Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

2

IN WITNESS WHEREOF, the parties have caused this Designation Agreement to be executed by their respective officers hereunto duly authorized, as of the date first above written.

Effective Date¹:

[NAME OF DESIGNATING LENDER]

By:

Name:

Title:

[NAME OF DESIGNATED LENDER]

By:

Name:

Title:

AMEREN CORPORATION

By:

Name:

Title:

UNION ELECTRIC COMPANY

By:

Name:

Title:

¹ This date should be no earlier than the date of acceptance by the Agent.

3

AMEREN ENERGY GENERATING COMPANY

By:

Name:

Title:

Accepted and Approved this

         day of                     ,         

JPMORGAN CHASE BANK, N.A., as Agent

By:

Title:

4

EXHIBIT G

SUBORDINATION TERMS

All subordinated indebtedness (hereinafter referred to as “Subordinated Debt”) of any Borrower incurred after the date of this Agreement that is not being included in the calculation of Consolidated Indebtedness pursuant to clause (A) of the proviso in Section 6.17 shall be in the form of indebtedness of such Borrower to the Company or any of its Subsidiaries that is subordinate and junior to any and all indebtedness (hereinafter referred to as “Senior Debt”) of such Borrower, whether existing on the date of this Agreement or thereafter incurred, in respect of (i) all Obligations of such Borrower under this Agreement, including Obligations in respect of Letters of Credit, (ii) other borrowings of such Borrower from any one or more banks, insurance companies, pension or profit sharing trusts, or other financial institutions whether secured or unsecured and (iii) all other borrowings incurred, assumed or guaranteed by such Borrower, at any time, evidenced by a note, debenture, bond or other similar instrument (including capitalized lease and purchase money obligations, and/or for the acquisition (whether by way of purchase, merger or otherwise) of any business, real property or other assets (except assets acquired in the ordinary course of business) but excluding obligations other than for borrowed money including trade payables and other obligations to general creditors) other than indebtedness which, by its terms or the terms of the instrument creating or evidencing it, provides that such indebtedness is subordinated to all other indebtedness of such Borrower. Notwithstanding any other provision of this Agreement on this Exhibit G, “Senior Debt” shall include refinancings, renewals, amendments, extensions or refundings of the indebtedness described in clauses (i) through (iii) above.

“Subordinate and junior” as used herein shall mean that in the event of:

(a) any default in, or violation of, the terms or covenants of any Senior Debt, including, without limitation, any default in payment of principal of, or premium, if any, or interest on, any Senior Debt whenever due (whether by acceleration of maturity or otherwise), and during the continuance thereof, or

(b) the institution of any liquidation, dissolution, bankruptcy, insolvency, reorganization or similar proceeding relating to any Borrower, its property or its creditors as such,

the obligee of indebtedness so described shall not be entitled to receive any payment of principal of, or premium, if any, or interest on, such indebtedness until all amounts owing in respect of Senior Debt (matured and unmatured) shall have been paid in full; and from and after the happening of any event described in clause (b) of this paragraph, all payments and distributions of any kind or character (whether in cash, securities or property) which, except for the subordination provisions hereof, would have been payable or distributable to the obligee of such indebtedness (whether directly or by reason of this note’s being superior to any other indebtedness), shall be made to and for the benefit of the holders of Senior Debt (who shall be entitled to make all necessary claims therefor) in accordance with the priorities of payment thereof until all Senior Debt (matured and unmatured) shall have been paid in full. No act or failure to act on the part of any Borrower, and no default under or breach of any agreement of such Borrower, whether or not herein set forth, shall in any way prevent or limit the holder of any Senior Debt from enforcing fully the subordination terms herein provided for, irrespective of any knowledge or notice which such holder may at any time have or be charged with. In the event that any payment or distribution is made with respect to Subordinated Debt in violation of the terms of this Exhibit G or any outstanding Senior Debt, any holder of Subordinated Debt receiving such payment or distribution shall hold it in trust for the benefit of, and shall remit it to, the holders of Senior Debt then outstanding in accordance with the priorities of payment thereof.

EX-10.4

Exhibit 10.4

EXECUTION VERSION

SUPPLEMENTAL CREDIT AGREEMENT

DATED AS OF JUNE 30, 2009

among

AMEREN CORPORATION

UNION ELECTRIC COMPANY

AMEREN ENERGY GENERATING COMPANY,

as Borrowers

THE LENDERS FROM TIME TO TIME PARTIES HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Agent

BARCLAYS BANK PLC,

as Syndication Agent

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

BNP PARIBAS and

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agents

J. P. MORGAN SECURITIES INC.

and

BARCLAYS CAPITAL,

AS JOINT ARRANGERS AND JOINT BOOKRUNNERS

CREDIT AGREEMENT

This Supplemental Credit Agreement dated as of June 30, 2009 (this “Agreement”), is entered into by and among Ameren Corporation, a Missouri corporation, and its subsidiaries Union Electric Company d/b/a AmerenUE, a Missouri corporation, and Ameren Energy Generating Company, an Illinois corporation, the Lenders and JPMorgan Chase Bank, N.A., as Agent. This Agreement is meant to operate in conjunction with the Amended and Restated Credit Agreement amended and restated as of June 30, 2009 (as amended, the “Primary Credit Agreement”) among Ameren Corporation, a Missouri corporation, and its subsidiaries Union Electric Company d/b/a AmerenUE, a Missouri corporation, and Ameren Energy Generating Company, an Illinois corporation, the Lenders and JPMorgan Chase Bank, N.A., as Agent. The obligations of the Borrowers under this Agreement will be several and not joint, and, except as otherwise set forth in this Agreement, the obligations of the Borrowers will not be guaranteed by the Company or any other subsidiary of the Company (including, without limitation, any other Borrowing Subsidiary). The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. Defined Terms; Construction. (a) All capitalized terms used in, or incorporated by reference into, this Agreement but not otherwise defined herein shall be defined as set forth in the Primary Credit Agreement, but with the definitions in the Primary Credit Agreement being modified and construed in accordance with the next following sentence. All references in the Primary Credit Agreement, including in the schedules and exhibits thereto, or in provisions and schedules and exhibits incorporated herein from the Primary Credit Agreement or defined terms used in such provisions and schedules to (i) “this Agreement”, “hereof”, “hereby”, “hereunder”, “herein” or words or phrases of similar import shall be deemed to be references to this Agreement; (ii) “Commitments” shall be deemed to be references to the Commitments as defined below; (iii) “Loans”, “Advances”, “Credit Extensions” and other words or phrases referring to Loans, Advances or Credit Extensions shall be deemed to be references to the Loans, Advances and Credit Extensions made under this Agreement (in each case except to the extent such references are to “Competitive Loans”, all references to which shall be disregarded), (iv) Lenders or the “Agent” shall be deemed to be references to Lenders and the Agent under this Agreement, and (v) “Sections” shall be deemed to be references to Sections of the Primary Credit Agreement as incorporated by reference herein.

(b) As used in this Agreement, the following terms shall have the meanings set forth below:

“Commitment” means, for each Lender, the amount set forth (a) on the Commitment Schedule hereto, (b) in an Assignment Agreement executed pursuant to Section 12.3 opposite such Lender’s name, or (c) in a Commitment Increase Amendment, in each case as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.3, as it may be increased pursuant to Section 2.25 or as otherwise modified from time to time pursuant to the terms hereof. Each Commitment shall be an Extended Commitment.

“Commitment Schedule” means the Schedule identifying each Lender’s Commitment as of the Amendment Effective Date attached hereto and identified as such.

“Credit Agreements” means, collectively, the Primary Credit Agreement and this Agreement.

“Primary Credit Agreement” is defined in the preamble.

ARTICLE II

THE CREDITS

2.1. Commitment. Subject to the satisfaction of the conditions precedent set forth in Section 4.1 and 4.2, as applicable, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to each Borrower from time to time from and including the Closing Date and prior to the Availability Termination Date for such Borrower in an amount not to exceed its Pro Rata Share of the Available Aggregate Commitment; provided that (i) at no time shall the Aggregate Outstanding Credit Exposure exceed the Aggregate Commitment, (ii) at no time shall the Revolving Credit Exposure of any Lender exceed its Commitment and (iii) at no time shall the Borrower Credit Exposure of any Borrower exceed the Borrower Sublimit of such Borrower. Subject to the terms of this Agreement, each Borrower may, severally and not jointly with the other Borrowers, borrow, repay and reborrow Revolving Loans at any time prior to the Availability Termination Date for such Borrower. The commitment of each Lender to lend to each Borrower hereunder shall automatically expire on the Availability Termination Date for such Borrower.

ARTICLE III

INCORPORATION BY REFERENCE

3.1. Incorporation by Reference. The provisions of Articles II through XV of the Primary Credit Agreement (other than Sections 2.1 and 2.4 and clause (iii) of Section 2.25(a)) are incorporated herein by reference in their entirety, it being agreed that (i) such provisions, including the defined terms used therein and the definitions of such terms in the Primary Credit Agreement, shall be construed in accordance with Section 1.1 hereof and (ii) in the event of any inconsistency between the provisions incorporated herein by reference and the provisions expressly set forth herein, the provisions expressly set forth herein shall control. The Schedules and Exhibits attached to the Primary Credit Agreement (other than the “Commitment Schedule” attached thereto, which is replaced by the Commitment Schedule) will be deemed to be attached hereto, with the terms used therein being defined as set forth herein. Each reference in Section 6.16 and in the proviso to Section 2.25(a) to the “Supplemental Credit Agreement” shall be deemed replaced with a reference to the “Primary Credit Agreement”.

2

ARTICLE IV

PROVISIONS RELATING TO THE PRIMARY CREDIT AGREEMENT

4.1. General. The following provisions shall apply at all times until the termination of the Non-Extended Commitments on the Commitment Termination Date:

(a) No Revolving Loan shall be made by a Lender pursuant to an Extended Commitment unless there shall simultaneously be made a “Revolving Loan” under and as defined in the Primary Credit Agreement (the “Corresponding Loan”) by the same Lender pursuant to its “Extended Commitment” under the Primary Credit Agreement, which Corresponding Loan shall bear the same proportion to the “Commitment” of such Lender under the Primary Credit Agreement as such Revolving Loan bears to such Lender’s Extended Commitment, and shall be of the same Type and, if applicable, for the same Interest Period, as such Revolving Loan. No conversion, continuation or prepayment of a Revolving Loan (or portion thereof) shall be made hereunder unless there shall be made simultaneously a conversion, continuation or prepayment of the Corresponding Loan (or a ratable portion thereof) under the Primary Credit Agreement.

(b) The maximum LC Exposure specified in Section 2.6(b) shall apply on a combined basis to the LC Exposures under and as defined in both Credit Agreements and (i) each Letter of Credit under and as defined in the Primary Credit Agreement will be deemed also to be issued under this Agreement (it being understood that the LC Exposure in respect of each such Letter of Credit for purposes of this Agreement shall exclude the participations of the “Lenders” under the Primary Credit Agreement in such Letter of Credit); (ii) each Lender will acquire (or, in the case of any Existing Letter of Credit, will be deemed to have acquired) under this Agreement a participation in each Letter of Credit bearing the same proportion to its Commitment hereunder as its participation in such Letter of Credit under the Primary Credit Agreement bears to its Extended Commitment thereunder; (iii) the provisions of Section 2.6 of the Credit Agreements will operate, and the Agent, each Issuing Bank and each Lender will have the same rights and obligations, as if the Letters of Credit had been issued under a single credit agreement having the terms set forth in Section 2.6; and (iv) the portion of each Letter of Credit deemed issued under this Agreement shall be equal to a fraction the numerator of which is the Aggregate Commitment at such time and the denominator of which is the sum of the Aggregate Commitment at such time (in each case, as the Commitments and the Aggregate Commitment are adjusted from time to time in accordance with the provisions of this Agreement) and the “Aggregate Commitment” under the Primary Credit Agreement (as so adjusted) at such time (or, if the Aggregate Commitment has been terminated, a fraction the numerator of which is the Aggregate Revolving Credit Exposure at such time and the denominator of which is the sum of the Aggregate Revolving Credit Exposure at such time and the “Aggregate Revolving Credit Exposure” under the Primary Credit Agreement at such time).

(c) No reduction of the “Extended Commitment” of any Lender under the Primary Credit Agreement shall be made unless the Commitment of such Lender shall be simultaneously ratably reduced.

3

(d) No payment of interest on any “Revolving Loan”, and no payment of fees, shall be made under the Primary Credit Agreement unless a simultaneous ratable payment is made of interest on the Corresponding Loan of the same Lender hereunder or of fees hereunder.

(e) No assignment shall be made of any “Extended Commitment” of any Lender, or of any Loans made pursuant to such a Commitment or any rights or interests related thereto, under the Primary Credit Agreement unless a ratable assignment is made of the Extended Commitment of such Lender, and of the corresponding Loans made pursuant to such Commitment and the corresponding rights or interests, under this Agreement.

(f) The Borrower Sublimits shall apply on a combined basis to borrowings and other extensions of credit under both Credit Agreements.

(g) Borrowing and prepayment minimums and multiples shall apply on a combined basis to borrowings and prepayments under both Credit Agreements.

(h) No amendment shall be made to one Credit Agreement without a corresponding amendment to the other. Voting shall be separate under the two Credit Agreements, but any matter approved by the “Required Lenders” under the Primary Credit Agreement shall be deemed to have been approved by the Required Lenders under this Agreement.

(i) A single promissory note will evidence the obligations of each Borrower under both Credit Agreements.

(j) The Agent and the Borrowers shall be authorized to make such other amendments as they shall deem advisable to implement the intent that the Lenders under this Agreement will have the same rights and benefits, on a ratable basis, as Consenting Lenders under the Primary Credit Agreement.

4.2. After the Commitment Termination Date. Upon the termination of the Non-Extended Commitments on the Commitment Termination Date, (a) all the “Commitments” and “Credit Extensions” hereunder (together with all amounts accrued or owing in respect thereof or otherwise under this Agreement) shall be deemed to be outstanding under the Primary Credit Agreement, (b) each of the “Aggregate Commitment” and the “Commitment Schedule” under and as defined in the Primary Credit Agreement will be automatically amended to reflect the addition of the Commitments hereunder and (c) this Agreement shall terminate.

[Signature Pages Follow]

4

IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have executed this Agreement as of the date first above written.

AMEREN CORPORATION,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer
UNION ELECTRIC COMPANY,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer
AMEREN ENERGY GENERATING COMPANY,
	by	/s/ Jerre E. Birdsong
		Name:	Jerre E. Birdsong
		Title:	Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., as Agent, as a Lender and as an Issuing Bank,
	by	/s/ Michael DeForge
		Name:	Michael DeForge
		Title:	Managing Director
BARCLAYS BANK PLC, as Syndication Agent and as a Lender,
	by	/s/ Sydney G. Dennis
		Name:	Sydney G. Dennis
		Title:	Director

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: Bank of America, N.A.
	by	/s/ Richard L. Stein
		Name:	Richard L. Stein
		Title:	Senior Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: BNP Paribas
	by	/s/ Francis J. Delaney
		Name:	Francis J. Delaney
		Title:	Managing Director
	by	/s/ Pasquale A. Perraglia
		Name:	Pasquale A. Perraglia
		Title:	Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: Goldman Sachs Bank USA
	by	/s/ Mark Walton
		Name:	Mark Walton
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: Morgan Stanley Senior Funding, Inc.
	by	/s/ Stephen B. King
		Name:	Stephen B. King
		Title:	Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: Morgan Stanley Bank, N.A.
	by	/s/ Melissa James
		Name:	Melissa James
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: The Bank of Tokyo-Mitsubishi UFJ, Limited
	by	/s/ Chi-Cheng Chen
		Name:	Chi-Cheng Chen
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: U.S. Bank National Association
	by	/s/ Paul Vastola
		Name:	Paul Vastola
		Title:	Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: UBS Loan Finance LLC
	by	/s/ Irja R. Otsa
		Name:	Irja R. Otsa
		Title:	Associate Director
	by	/s/ Marie Haddad
		Name:	Marie Haddad
		Title:	Associate Director

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: Deutsche Bank AG New York Branch
	by	/s/ Marcus M. Tarkington
		Name:	Marcus M. Tarkington
		Title:	Director
	by	/s/ Paul O’Leary
		Name:	Paul O’Leary
		Title:	Director

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: The Bank of New York Mellon
	by	/s/ Richard K. Fronapfel, Jr.
		Name:	Richard K. Fronapfel, Jr.
		Title:	Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: The Bank of Nova Scotia
	by	/s/ Thane Rattew
		Name:	Thane Rattew
		Title:	Managing Director

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: The Royal Bank of Scotland plc
	by	/s/ Emily Freedman
		Name:	Emily Freedman
		Title:	Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: Fifth Third Bank
	by	/s/ Robert M. Sander
		Name:	Robert M. Sander
		Title:	Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: KeyBank National Association
	by	/s/ Sherrie Manson
		Name:	Sherrie Manson
		Title:	Senior Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: Regions Bank
	by	/s/ David Bentzinger
		Name:	David Bentzinger
		Title:	Senior Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: The Northern Trust Company
	by	/s/ Rick J. Gomez
		Name:	Rick J. Gomez
		Title:	Second Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: Commerce Bank, N.A.
	by	/s/ Douglas P. Best
		Name:	Douglas P. Best
		Title:	Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: UMB Bank, N.A.
	by	/s/ Cecil G. Wood
		Name:	Cecil G. Wood
		Title:	Executive Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: Comerica Bank
	by	/s/ Mark J. Leveille
		Name:	Mark J. Leveille
		Title:	Vice President

LENDER SIGNATURE PAGE TO

THE AMEREN CORPORATION

SUPPLEMENTAL CREDIT AGREEMENT

LENDER: National City Bank
	by	/s/ Matthew M. Springman
		Name:	Matthew M. Springman
		Title:	Senior Vice President

Commitment Schedule

LENDER	COMMITMENT
JPMorgan Chase Bank, N.A.	$	12,575,266.34
Barclays Bank PLC	$	12,575,266.33
Bank of America, N.A.	$	10,421,491.43
BNP Paribas	$	8,406,669.75
Goldman Sachs Bank USA	$	10,560,444.65
Morgan Stanley Senior Funding, Inc.	$	3,473,830.48
Morgan Stanley Bank, N.A	$	7,364,520.61
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	10,421,491.43
U.S. Bank National Association	$	7,225,567.39
UBS Loan Finance LLC	$	10,838,351.09
Deutsche Bank AG New York Branch	$	8,754,052.80
The Bank of New York Mellon	$	8,059,286.71
The Bank of Nova Scotia	$	8,893,006.02
The Royal Bank of Scotland plc	$	2,501,157.94
Fifth Third Bank	$	5,558,128.76
KeyBank National Association	$	4,446,503.01
Regions Bank	$	4,446,503.01
The Northern Trust Company	$	3,543,307.09
Commerce Bank, N.A.	$	2,779,064.38
UMB Bank	$	2,292,728.11
Comerica Bank	$	2,084,298.29
National City Bank	$	2,779,064.38
Aurora Bank FSB (fka Lehman Brothers Bank, FSB)	$	0.00
Total	$	150,000,000.00

EX-12.1

Exhibit 12.1

Ameren Corporation

Computation of Ratio of Earnings to Fixed Charges

(Thousands of Dollars, Except Ratios)

	Six Months Ended June 30, 2009			Year Ended December 31, 2008
Net income from continuing operations attributable Ameren Corporation	$	305,734		$	605,189
Less - Net income attributable to noncontrolling interest		(2,057	)		(28,422	)
Add- Taxes based on income		153,534			326,736
Net income before income taxes and noncontrolling interest		461,325			960,347
Add- fixed charges:
Interest on long term debt (1)		243,023			440,507
Estimated interest cost within rental expense		3,887			6,510
Amortization of net debt premium, discount, and expenses		8,471			19,716
Subsidiary preferred stock dividends		4,937			10,357
Adjust preferred stock dividends to pretax basis		2,440			5,497
Total fixed charges		262,758			482,587
Less: Adjustment of preferred stock dividends to pretax basis		2,440			5,497
Earnings available for fixed charges	$	721,643		$	1,437,437
Ratio of earnings to fixed charges		2.74			2.97

⁽¹⁾ Includes FIN 48 interest expense

EX-12.2

Exhibit 12.2

Union Electric Company

Computation of Ratio of Earnings to Fixed Charges and Combined

Fixed Charges and Preferred Stock Dividend Requirements

(Thousands of Dollars, Except Ratios)

	Six Months Ended June 30, 2009		Year Ended December 31, 2008
Net income from continuing operations	$	106,136	$	250,998
Less- Income from equity investee		-		10,948
Add- Taxes based on income		55,792		133,514
Net income before income taxes and income from equity investee		161,928		373,564
Add- fixed charges:
Interest on long term debt (1)		115,830		205,314
Estimated interest cost within rental expense		1,678		3,533
Amortization of net debt premium, discount, and expenses		3,323		6,226
Total fixed charges		120,831		215,073
Earnings available for fixed charges		282,759		588,637
Ratio of earnings to fixed charges		2.34		2.73
Earnings required for combined fixed charges and preferred stock dividends:
Preferred stock dividends		2,971		5,941
Adjustment to pretax basis		1,562		3,160
		4,533		9,101
Combined fixed charges and preferred stock dividend requirements	$	125,364	$	224,174
Ratio of earnings to combined fixed charges and preferred stock dividend requirements		2.25		2.62

⁽¹⁾ Includes FIN 48 interest expense

EX-12.3

Exhibit 12.3

Central Illinois Public Service Company

Computation of Ratio of Earnings to Fixed Charges and Combined

Fixed Charges and Preferred Stock Dividend Requirements

(Thousands of Dollars, Except Ratios)

	Six Months Ended June 30, 2009		Year Ended December 31, 2008
Net income from continuing operations	$	7,969	$	14,739
Add- Taxes based on income		3,974		5,199
Net income before income taxes		11,943		19,938
Add- fixed charges:
Interest on long term debt (1)		13,715		29,422
Estimated interest cost within rental expense		521		760
Amortization of net debt premium, discount, and expenses		504		1,024
Total fixed charges		14,740		31,206
Earnings available for fixed charges		26,683		51,144
Ratio of earnings to fixed charges		1.81		1.63
Earnings required for combined fixed charges and preferred stock dividends:
Preferred stock dividends		1,256		2,512
Adjustment to pretax basis		626		886
		1,882		3,398
Combined fixed charges and preferred stock dividend requirements	$	16,622	$	34,604
Ratio of earnings to combined fixed charges and preferred stock dividend requirements		1.60		1.47

⁽¹⁾ Includes FIN 48 interest expense

EX-12.4

Exhibit 12.4

Ameren Energy Generating Company

Computation of Ratio of Earnings to Fixed Charges

(Thousands of Dollars, Except Ratios)

	Six Months Ended June 30, 2009		Year Ended December 31, 2008
Net income from continuing operations	$	92,521	$	175,450
Add- Taxes based on income		52,000		100,005
Net income before income taxes		144,521		275,455
Add- fixed charges:
Interest on long term debt (1)		28,253		54,153
Estimated interest cost within rental expense		133		228
Amortization of net debt premium, discount, and expenses		424		760
Total fixed charges		28,810		55,141
Earnings available for fixed charges	$	173,331	$	330,596
Ratio of earnings to fixed charges		6.01		5.99

⁽¹⁾ Includes FIN 48 interest expense

EX-12.5

Exhibit 12.5

CILCORP INC.

Computation of Ratio of Earnings to Fixed Charges

(Thousands of Dollars, Except Ratios)

	Six Months Ended June 30, 2009		Year Ended December 31, 2008
Net income (loss) from continuing operations	$	(407,966)	$	43,542
Add- Taxes based on income		29,008		19,411
Net income (loss) before income taxes		(378,958)		62,953
Add- fixed charges:
Interest on long term debt (1)		29,425		53,592
Estimated interest cost within rental expense		409		430
Amortization of net debt premium, discount, and expenses		1,118		1,428
Subsidiary preferred stock dividends		436		1,354
Adjust preferred stock dividends to pretax basis		(31)		604
Total fixed charges		31,357		57,408
Less: Adjustment of preferred stock dividends to pretax basis		(31)		604
Earnings (loss) available for fixed charges	$	(347,570)	$	119,757
Ratio of earnings to fixed charges		-(2)		2.08

⁽¹⁾ Includes FIN 48 interest expense

⁽²⁾ Earnings are inadequate to cover fixed charges by $378.9 million for the six months ended June 30, 2009. In the first quarter of 2009, CILCORP recorded a goodwill impairment charge of $462 million. See Note 14 - Goodwill Impairment to the financial statements under Part I, Item 1 of the Form 10-Q for the quarterly period ended June 30, 2009, of CILCORP for additional information.

EX-12.6

Exhibit 12.6

Central Illinois Light Company

Computation of Ratio of Earnings to Fixed Charges and Combined

Fixed Charges and Preferred Stock Dividend Requirements

(Thousands of Dollars, Except Ratios)

	Six Months Ended June 30, 2009		Year Ended December 31, 2008
Net income from continuing operations	$	64,097	$	69,638
Add- Taxes based on income		35,923		38,673
Net income before income taxes		100,020		108,311
Add- fixed charges:
Interest on long term debt (1)		14,171		19,724
Estimated interest cost within rental expense		409		429
Amortization of net debt premium, discount, and expenses		858		1,112
Total fixed charges		15,438		21,265
Earnings available for fixed charges		115,458		129,576
Ratio of earnings to fixed charges		7.47		6.09
Earnings required for combined fixed charges and preferred stock dividends:
Preferred stock dividends		436		1,354
Adjustment to pretax basis		244		752
		680		2,106
Combined fixed charges and preferred stock dividend requirements	$	16,118	$	23,371
Ratio of earnings to combined fixed charges and preferred stock dividend requirements		7.16		5.54

⁽¹⁾ Includes FIN 48 interest expense

EX-12.7

Exhibit 12.7

Illinois Power Company

Computation of Ratio of Earnings to Fixed Charges and Combined

Fixed Charges and Preferred Stock Dividend Requirements

(Thousands of Dollars, Except Ratios)

	Six Months Ended June 30, 2009		Year Ended December 31, 2008
Net income from continuing operations	$	27,543	$	4,970
Add- Taxes based on income		18,286		4,746
Net income before income taxes		45,829		9,716
Add- fixed charges:
Interest on long term debt (1)		50,666		91,143
Estimated interest cost within rental expense		779		701
Amortization of net debt premium, discount, expenses and losses		2,342		8,922
Total fixed charges		53,787		100,766
Earnings available for fixed charges		99,616		110,482
Ratio of earnings to fixed charges		1.85		1.09
Earnings required for combined fixed charges and preferred stock dividends:
Preferred stock dividends		1,147		2,294
Adjustment to pretax basis		762		2,191
		1,909		4,485
Combined fixed charges and preferred stock dividend requirements	$	55,696	$	105,251
Ratio of earnings to combined fixed charges and preferred stock dividend requirements		1.78		1.04

⁽¹⁾ Includes FIN 48 interest expense

EX-31.1

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER OF AMEREN CORPORATION

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Thomas R. Voss, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Ameren Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Thomas R. Voss

Thomas R. Voss

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER OF AMEREN CORPORATION

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Ameren Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-31.3

Exhibit 31.3

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER OF UNION ELECTRIC COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Warner L. Baxter, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Union Electric Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Warner L. Baxter

Warner L. Baxter

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

EX-31.4

Exhibit 31.4

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER OF UNION ELECTRIC COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Union Electric Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-31.5

Exhibit 31.5

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Scott A. Cisel, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Central Illinois Public Service Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Scott A. Cisel

Scott A. Cisel

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

EX-31.6

Exhibit 31.6

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Central Illinois Public Service Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-31.7

Exhibit 31.7

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER OF

AMEREN ENERGY GENERATING COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Charles D. Naslund, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Ameren Energy Generating Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Charles D. Naslund

Charles D. Naslund

Chairman and President

(Principal Executive Officer)

EX-31.8

Exhibit 31.8

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER OF AMEREN ENERGY GENERATING COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Ameren Energy Generating Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-31.9

Exhibit 31.9

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER OF CILCORP INC.

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Thomas R. Voss, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of CILCORP Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Thomas R. Voss

Thomas R. Voss

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

EX-31.10

Exhibit 31.10

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER OF CILCORP INC.

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of CILCORP Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-31.11

Exhibit 31.11

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER OF CENTRAL ILLINOIS LIGHT COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Scott A. Cisel, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Central Illinois Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Scott A. Cisel

Scott A. Cisel

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

EX-31.12

Exhibit 31.12

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER OF CENTRAL ILLINOIS LIGHT COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Central Illinois Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-31.13

Exhibit 31.13

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER OF ILLINOIS POWER COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Scott A. Cisel, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Illinois Power Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Scott A. Cisel

Scott A. Cisel

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

EX-31.14

Exhibit 31.14

RULE 13a-14(a)/15d-14(a) CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER OF ILLINOIS POWER COMPANY

(required by Section 302 of the Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2009 of Illinois Power Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION OF

AMEREN CORPORATION

(required by Section 906 of the

Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2009 of Ameren Corporation (the “Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 10, 2009

/s/ Thomas R. Voss

Thomas R. Voss

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION OF

UNION ELECTRIC COMPANY

(required by Section 906 of the

Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2009 of Union Electric Company (the “Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 10, 2009

/s/ Warner L. Baxter

Warner L. Baxter

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.3

Exhibit 32.3

SECTION 1350 CERTIFICATION OF

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

(required by Section 906 of the

Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2009 of Central Illinois Public Service Company (the “Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 10, 2009

/s/ Scott A. Cisel

Scott A. Cisel

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.4

Exhibit 32.4

SECTION 1350 CERTIFICATION OF

AMEREN ENERGY GENERATING COMPANY

(required by Section 906 of the

Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2009 of Ameren Energy Generating Company (the “Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 10, 2009

/s/ Charles D. Naslund

Charles D. Naslund

Chairman and President

(Principal Executive Officer)

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.5

Exhibit 32.5

SECTION 1350 CERTIFICATION OF

CILCORP INC.

(required by Section 906 of the

Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2009 of CILCORP Inc. (the “Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 10, 2009

/s/ Thomas R. Voss

Thomas R. Voss

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.6

Exhibit 32.6

SECTION 1350 CERTIFICATION OF

CENTRAL ILLINOIS LIGHT COMPANY

(required by Section 906 of the

Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2009 of Central Illinois Light Company (the “Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 10, 2009

/s/ Scott A. Cisel

Scott A. Cisel

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.7

Exhibit 32.7

SECTION 1350 CERTIFICATION OF

ILLINOIS POWER COMPANY

(required by Section 906 of the

Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended June 30, 2009 of Illinois Power Company (the “Registrant”) as filed by the Registrant with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), each undersigned officer of the Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 10, 2009

/s/ Scott A. Cisel

Scott A. Cisel

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Martin J. Lyons

Martin J. Lyons

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)