-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vrf9zcoSurFQwcprol10XkJghdd+aQcmKogGfrvEbIyMWQ5iWY8ldPj2dGQM0rlv JSSnmCjM5hVq4tDJkIOIHw== 0001002910-03-000354.txt : 20031114 0001002910-03-000354.hdr.sgml : 20031114 20031114155356 ACCESSION NUMBER: 0001002910-03-000354 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 29 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02967 FILM NUMBER: 031004494 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 3146213222 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL ILLINOIS LIGHT CO CENTRAL INDEX KEY: 0000018651 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370211050 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02732 FILM NUMBER: 031004488 BUSINESS ADDRESS: STREET 1: 300 LIBERTY ST CITY: PEORIA STATE: IL ZIP: 61602 BUSINESS PHONE: 3096758810 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE CITY: ST. LOUIS STATE: MO ZIP: 63103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL ILLINOIS PUBLIC SERVICE CO CENTRAL INDEX KEY: 0000018654 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370211380 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03672 FILM NUMBER: 031004493 BUSINESS ADDRESS: STREET 1: 607 E ADAMS ST CITY: SPRINGFIELD STATE: IL ZIP: 62739 BUSINESS PHONE: 3145543356 MAIL ADDRESS: STREET 1: CENTRAL ILLINOIS PUBLIC SERVICE CO STREET 2: 607 E ADAMS ST CITY: SPRINGFIELD STATE: IL ZIP: 62739 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CILCORP INC CENTRAL INDEX KEY: 0000762129 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 371169387 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-95569 FILM NUMBER: 031004490 BUSINESS ADDRESS: STREET 1: 300 LIBERTY ST STREET 2: STE 300 CITY: PEORIA STATE: IL ZIP: 61602 BUSINESS PHONE: 3096758810 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE MC-1370 CITY: ST. LOUIS STATE: MO ZIP: 63103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CORP CENTRAL INDEX KEY: 0001002910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 431723446 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14756 FILM NUMBER: 031004495 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166-6149 BUSINESS PHONE: 431723446 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERENENERGY GENERATING CO CENTRAL INDEX KEY: 0001135361 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 371395586 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-56594 FILM NUMBER: 031004491 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE CITY: ST LOUIS STATE: MO ZIP: 63103 BUSINESS PHONE: 3145543922 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE CITY: ST LOUIS STATE: MO ZIP: 63103 10-Q 1 amc10-qcomb093003.txt 2003 THIRD QUARTER 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 September 30, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From to

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. Yes (X) No ( ) Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Number of shares outstanding of each of the registrant's classes of common stock as of November 7, 2003:

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. and Central Illinois Light 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. Prior to this quarterly report on Form 10-Q, separate filings were made by each registrant, except CILCORP Inc. and Central Illinois Light Company, which made a combined filing. Ameren Corporation and its subsidiaries switched to a combined filing in order to improve disclosure and to simplify administrative processes. OMISSION OF CERTAIN INFORMATION Ameren Energy Generating Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

This Form 10-Q contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements should be read with the cautionary statements and important factors included in this Form 10-Q at Part I 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. 2 GLOSSARY OF TERMS AND ABBREVIATIONS AERG - AmerenEnergy Resources Generating Company, a non rate-regulated subsidiary of CILCO, which was formerly known as Central Illinois Generation, Inc. AES - The AES Corporation. AFS - Ameren Energy Fuels and Services Company, a subsidiary of Resources Company, which procures fuel and gas and manages the related risks for the Ameren Companies. Ameren - Ameren Corporation and its subsidiaries on a consolidated basis. When referring to financing or acquisition activities, Ameren is defined as Ameren Corporation, the parent. Ameren Companies - The individual registrants within the Ameren consolidated group. Ameren Energy - Ameren Energy, Inc., a subsidiary of Ameren Corporation, which serves as a power marketing and risk management agent for the Ameren Companies for transactions of primarily less than one year. Ameren Services - Ameren Services Company, a subsidiary of Ameren Corporation, which provides a variety of support services to Ameren and its subsidiaries. ARB - Accounting Research Bulletin. CERCLA (Superfund) - Comprehensive Environmental Response Compensation Liability Act of 1980, which is federal environmental legislation that addresses remediation of contaminated sites. CESI - CILCORP Energy Services, Inc., a subsidiary of CILCORP, which operates gas management services that include commodity procurement and re-delivery to retail customers. CILCORP - CILCORP Inc., a subsidiary of Ameren Corporation, which operates as a holding company for CILCO. CILCO - Central Illinois Light Company, a subsidiary of CILCORP, which operates a rate-regulated transmission and distribution business, an electric generation business, and a rate-regulated natural gas distribution business in Illinois as AmerenCILCO. CIPS - Central Illinois Public Service Company, a subsidiary of Ameren Corporation, which operates a rate-regulated electric and natural gas transmission and distribution business in Illinois as AmerenCIPS. Development Company - Ameren Energy Development Company, a subsidiary of Resources Company, which develops and constructs generating facilities for Genco. DOJ - Department of Justice, a governmental agency of the United States of America. EEI - Electric Energy, Inc., a 60%-owned subsidiary of Ameren, which is 40% owned by UE and 20% owned by Resources Company. EITF - Emerging Issues Task Force, an organization that is designed to assist the FASB in improving financial reporting through the identification, discussion and resolution of financial issues within the framework of existing authoritative literature. EPA - Environmental Protection Agency, a governmental agency of the United States of America. ERISA - Employee Retirement Income Security Act of 1974. 3 Exchange Act - Securities Exchange Act of 1934, as amended. FASB - Financial Accounting Standards Board, a rulemaking organization that establishes financial accounting and reporting standards in the United States of America. FERC - Federal Energy Regulatory Commission, the governmental agency of the United States of America that, among other things, regulates interstate transmission and wholesale sales of electricity and gas and related matters. FIN - FASB Interpretation, intended to clarify accounting pronouncements previously issued by the FASB. GAAP - Generally accepted accounting principles in the United States of America. Genco - Ameren Energy Generating Company, a subsidiary of Development Company, which operates a non rate-regulated electric generation business in Illinois and Missouri. GridAmerica Companies - UE, CIPS, American Transmission Systems Incorporated, a subsidiary of FirstEnergy Corporation, and Northern Indiana Public Service Company, a subsidiary of NiSource, Inc. IBEW - International Brotherhood of Electrical Workers. ICC - Illinois Commerce Commission, a state agency that regulates the Illinois utility businesses and operations of UE, CIPS and CILCO. ITC - Independent Transmission Company. IUOE - International Union of Operating Engineers. LIBOR - London Interbank Offered Rate. MAIN - Mid-America Interconnected Network, one of the regional electric reliability councils organized for coordinating the planning and operation of the nation's bulk power supply. Marketing Company - Ameren Energy Marketing Company, a subsidiary of Resources Company, which markets power for periods primarily over one year. Medina Valley - AmerenEnergy Medina Valley Cogen (No. 4), LLC and its subsidiaries, subsidiaries of Resources Company, which indirectly owns a 40 megawatt, gas-fired electric generation plant. Midwest ISO - Midwest Independent System Operator. MoPSC - Missouri Public Service Commission, a state agency that regulates the Missouri utility business and operations of UE. NOPR - Notice of Proposed Rulemaking issued by the FERC. NRG - NRG Energy, Inc. NSR - New Source Review programs under the federal Clean Air Act. NYMEX - New York Mercantile Exchange. OATT - Open Access Transmission Tariff. OCI - Other Comprehensive Income (Loss) as defined by GAAP. 4 PGA - Purchased Gas Adjustment tariff, which impacts UE, CIPS and CILCO natural gas utility customers. PUHCA - Public Utility Holding Company Act of 1935. Resources Company - Ameren Energy Resources Company, a subsidiary of Ameren Corporation, which consists of non rate-regulated operations, including Genco, Development Company, Marketing Company and AFS. RRO - Regional Reliability Organization. RTO - Regional Transmission Organization. SEC - Securities and Exchange Commission, a governmental agency of the United States of America. SFAS - Statement of Financial Accounting Standards, the accounting and financial reporting rules issued by the FASB. UE - Union Electric Company, a subsidiary of Ameren Corporation, which operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas distribution business in Missouri and Illinois as AmerenUE. 5

23 AMEREN CORPORATION (CONSOLIDATED) UNION ELECTRIC COMPANY (CONSOLIDATED) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY AMEREN ENERGY GENERATING COMPANY CILCORP INC. (CONSOLIDATED) CENTRAL ILLINOIS LIGHT COMPANY (CONSOLIDATED) COMBINED NOTES TO FINANCIAL STATEMENTS (UNAUDITED) September 30, 2003 NOTE 1 - Summary of Significant Accounting Policies General Ameren is a public utility holding company registered with the SEC under the PUHCA and is headquartered in St. Louis, Missouri. Our principal businesses are involved in the generation, transmission and distribution of electricity, and the distribution of natural gas, to residential, commercial, industrial and wholesale users in the central United States. Ameren's principal subsidiaries are as follows: o UE, which operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas distribution business in Missouri and Illinois. o CIPS, which operates a rate-regulated electric and natural gas transmission and distribution business in Illinois. o CILCO, a subsidiary of CILCORP (a holding company), which operates a rate-regulated electric transmission and distribution business, a non rate-regulated electric generation business (AERG), and a rate-regulated natural gas distribution business in Illinois. Ameren completed its acquisition of CILCORP on January 31, 2003. See Note 2 - Acquisitions for further information. o Resources Company, which consists of non rate-regulated operations. Subsidiaries include Genco, which operates a non rate-regulated electric generation business in Illinois and Missouri; Marketing Company, which markets power for periods primarily over one year; AFS, which procures fuel and manages the related risks for Ameren's affiliated companies; and Medina Valley, which indirectly owns a 40 megawatt, gas-fired electric generation plant. Ameren completed its acquisition of AES Medina Valley Cogen (No. 4) LLC on February 4, 2003. See Note 2 - Acquisitions for further information. o Ameren Energy, which serves as a power marketing and risk management agent for Ameren and its subsidiaries for transactions of primarily less than one year. o EEI, which operates electric generation and transmission facilities in Illinois. Ameren has a 60% ownership interest in EEI through UE, which owns 40%, and Resources Company, which owns 20%. Ameren consolidates EEI for financial reporting purposes, while UE and Resources Company report EEI under the equity method. o Ameren Services, which provides a variety of shared support services to us. In October 2003, CILCO transferred its Duck Creek and E. D. Edwards coal-fired plants and its Sterling Avenue combustion turbine facilities representing in the aggregate approximately 1,100 megawatts of electric generating capacity to its wholly-owned subsidiary, AERG, in exchange for all of the outstanding stock of AERG and AERG's assumption of certain liabilities. The net book value of the transferred assets was approximately $378 million and no gain or loss was recognized as the transaction was accounted for as a transfer between entities under common control. Approximately 23% of CILCO's employees were transferred to AERG as a part of the transaction. When we refer to our, we or us, it indicates that the referenced information is common to all Ameren Companies. When we refer to financing or acquisition activities, we are defining Ameren as the parent holding company. When appropriate, our subsidiaries are specifically referenced in order to distinguish among their different business activities. The financial statements of Ameren, UE, CILCORP and CILCO are prepared on a consolidated basis and therefore include the accounts of their majority-owned subsidiaries. Results of CILCORP and CILCO reflected in Ameren's consolidated financial statements include the period from the acquisition date of January 31, 2003 through September 30, 2003. January 2003 and prior year data for CILCORP and CILCO is not included in Ameren's consolidated totals. See 24 Note 2 - Acquisitions for further information. All significant intercompany transactions have been eliminated. All tabular dollar amounts are in millions, unless otherwise indicated. In order to be more consistent with industry reporting trends, our Statements of Income in this filing have been reclassified to present all income taxes as one line item. Previously, we reported a portion of our income taxes in Operating Expenses and a portion in Other Income and Deductions. This change results in our calculation of Operating Income now being on a pre-tax basis with no effect on net income. Additionally, our Balance Sheet presentations have been reformatted to change the order in which current and non-current items appear, with no effect on total assets, total liabilities or any sub-categories included on our Balance Sheet. Our accounting policies conform to GAAP, and our financial statements, while unaudited, reflect all adjustments (which include normal, recurring adjustments) necessary, in our opinion, for a fair presentation of our interim results. Certain information and footnote disclosures normally included in annual audited financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. As the unaudited interim financial statements included herein do not include all of the information and footnote disclosures required by GAAP, they should be read in conjunction with the financial statements and the notes thereto included in the respective 2002 Annual Reports on Form 10-K of the Ameren Companies. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the 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 reporting periods. As a result, actual results could differ from those estimates. The results of operations for an interim period may not give a true indication of results for a full year. As permitted by rules of the SEC, Ameren did not "push down" the effects of purchase accounting to the financial statements of any of CILCORP's subsidiaries. Accordingly, CILCORP's post-acquisition financial statements reflect a new basis of accounting, and separate financial statement amounts are presented for pre-acquisition (predecessor) and post-acquisition (successor) periods, separated by a bold black line. CILCO's financial statements are presented on a historical basis of accounting for all periods presented. As a result of the acquisition of CILCORP on January 31, 2003, certain reclassifications have been made to CILCORP's and CILCO's prior year financial statements to conform to our current presentation. Earnings Per Share There was no material difference between Ameren's basic and diluted earnings per share amounts for the three and nine month periods ended September 30, 2003 (2002 - $0.01 difference). The dilutive component in each of the periods was comprised of assumed stock option conversions, which increased the number of shares outstanding in the diluted earnings per share calculation by 283,769 shares for the three months ended September 30, 2003 (2002 - 340,210) and 273,914 shares for the nine months ended September 30, 2003 (2002 - 345,650). Ameren's equity security units have no dilutive effect on our earnings per share, except during periods when the average market price of Ameren's common stock is above $46.61. The other Ameren Companies do not have any publicly held common stock and accordingly earnings per share calculations are not relevant and are not presented. Accounting Changes and Other Matters SFAS No.143 - "Accounting for Asset Retirement Obligations" We adopted the provisions of SFAS 143, effective January 1, 2003. SFAS 143 provides the accounting requirements for asset retirement obligations associated with tangible, long-lived assets. SFAS 143 requires us to record the estimated fair value of legal obligations associated with the retirement of tangible long-lived assets in the period in which the liabilities are incurred and to capitalize a corresponding amount as part of the book value of the related long-lived asset. In subsequent periods, we are required to adjust asset retirement obligations based on changes in estimated fair value. Corresponding increases in asset book values are depreciated over the remaining useful life of the related asset. Uncertainties as to the probability, timing or amount of cash flows associated with an asset retirement obligation affect our estimates of fair value. 25 Upon adoption of this standard, Ameren and UE recognized additional asset retirement obligations of approximately $213 million and a net increase in net property and plant of approximately $77 million related primarily to UE's Callaway nuclear plant decommissioning costs and retirement costs for a UE river structure. The difference between the net asset and the liability recorded upon adoption of SFAS 143 related to rate-regulated assets was recorded as an additional regulatory asset of approximately $136 million because Ameren and UE expect to continue to recover in electric rates the cost of Callaway nuclear decommissioning and other costs of removal. These asset retirement obligations and associated assets are in addition to assets and liabilities of $174 million that UE had recorded prior to the adoption of SFAS 143, related to the future obligations and funds accumulated to decommission the Callaway nuclear plant. Also upon adoption of this standard, Ameren and Genco recognized an asset retirement obligation of approximately $4 million and a net increase in net property and plant of approximately $34 million. The asset retirement obligation relates to retirement costs for a Genco power plant ash pond. The net increase in property and plant, as well as the majority of the net after-tax gain of $18 million recognized upon adoption, resulted from the elimination of costs of removal for non rate-regulated assets previously accrued as a component of accumulated depreciation that were not a legal obligation ($20 million). Ameren and Genco also recognized a loss for the difference between the net asset and liability for the retirement obligation recorded upon adoption related to Genco's assets ($2 million). As a result of the acquisition of CILCORP on January 31, 2003, Ameren's asset retirement obligations increased due to the assumption of asset retirement obligations of approximately $6 million related to CILCO's power plant ash ponds. Prior to the acquisition, predecessor CILCORP and CILCO recognized a net after-tax gain upon adoption of SFAS 143 of $4 million and $24 million, respectively, due to the elimination of costs of removal for non rate-regulated assets previously accrued as a component of accumulated depreciation that were not a legal obligation. Similar to the treatment applied by Ameren in the acquisition of CILCORP, AES recorded purchase accounting at the CILCORP parent level following its 1999 acquisition of CILCORP, but did not "push down" the purchase accounting to any of CILCORP's subsidiaries, including CILCO. Accordingly, accumulated depreciation, including the embedded cost of removal liabilities, was reset to zero in purchase accounting for the CILCORP parent while CILCO continued to carry property and plant and the related accumulated depreciation on a historical basis. As a result, the gain upon adoption of SFAS 143 recognized by CILCO exceeded the gain recognized by CILCORP since the cost of removal liabilities reversed by CILCORP upon adoption of SFAS 143 included only those liabilities recorded since the 1999 AES acquisition. Asset retirement obligations at Ameren and UE increased by $5 million during the quarter ended September 30, 2003 and $16 million for the nine months ended September 30, 2003, to reflect the accretion of obligations to their present value. Increases to Genco, CILCORP and CILCO's asset retirement obligations were immaterial during these periods. Substantially all of this accretion was recorded as an increase to regulatory assets. In addition to those obligations that were identified and valued, we determined that certain other asset retirement obligations exist. However, we were unable to estimate the fair value of those obligations because the probability, timing or cash flows associated with the obligations were indeterminable. We do not believe that these obligations, when incurred, will have a material adverse impact on our financial position, results of operations or liquidity. The fair value of the nuclear decommissioning trust fund for UE's Callaway nuclear plant is reported in Nuclear Decommissioning Trust Fund in Ameren and UE's Consolidated Balance Sheets. This amount is legally restricted 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 regulatory asset recorded in connection with the adoption of SFAS 143. SFAS 143 required a change in the depreciation methodology we historically utilized for our non rate-regulated operations. Historically, we included an estimated cost of dismantling and removing plant from service upon retirement in the basis upon which our depreciation rates were determined. SFAS 143 required us to exclude costs of dismantling and removal upon retirement from the depreciation rates applied to non rate-regulated plant balances. Further, we were required to remove accumulated provisions for dismantling and removal costs from accumulated depreciation, where they were embedded, and to reflect such adjustment as a gain upon adoption of this standard, to the extent such dismantling and removal activities were not considered legal asset retirement obligations as defined by SFAS 143. The elimination of costs of removal from accumulated depreciation resulted in a gain for a change in accounting principle at Ameren and Genco, as noted above, of $20 million, net of taxes. At CILCO, the elimination of costs of removal from accumulated depreciation resulted in a gain of $24 million, net of taxes, for a change in accounting principle. As noted above, the gain for 26 predecessor CILCORP on a consolidated basis was only $4 million, net of taxes, due to the reset of accumulated depreciation at the time of AES' acquisition of CILCORP in 1999. Beginning in January 2003, depreciation rates for non rate-regulated assets were reduced to reflect the discontinuation of the accrual of dismantling and removal costs. In addition, non rate-regulated asset removal costs will prospectively be expensed as incurred. The impact of this change in accounting will result in a decrease in depreciation expense and an increase in operations and maintenance expense, the net impact of which is indeterminable, but not expected to be material. Like the methodology employed by our non rate-regulated operations, the depreciation methodology historically utilized by our rate-regulated operations has included an estimated cost of dismantling and removing plant from service upon retirement. Because these estimated costs of removal have been included in the cost of service upon which our present utility rates are based, and with the expectation that this practice will continue in the jurisdictions in which we operate, adoption of SFAS 143 did not result in any change in the depreciation accounting practices of our rate-regulated operations. The following table presents the estimated future removal costs embedded in accumulated depreciation related to rate-regulated plant assets at September 30, 2003: ============================================================================= Ameren(a)..................................................... $ 685 UE............................................................ 549 CIPS.......................................................... 129 Genco......................................................... - CILCORP....................................................... 7 CILCO......................................................... 150 ============================================================================= (a) Excludes amount for CILCO, as the elimination of accumulated depreciation in purchase accounting was recorded at the CILCORP parent level. The following table presents the asset retirement obligation as though SFAS 143 had been in effect for 2001 and 2002:

Pro forma net income, as well as pro forma earnings per share for Ameren, has not been presented for the three and nine months ended September 30, 2002 and for the years ended December 31, 2002, 2001 and 2000 because the pro forma application of SFAS 143 to prior periods would result in pro forma net income not materially different from the actual amounts reported for these periods. EITF Issue No. 02-3 and EITF Issue No. 98-10 In the quarters ended September 30, 2002 and December 31, 2002, we adopted the provisions of EITF 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities," that required revenues and costs associated with certain energy contracts to be shown on a net basis in the Statement of Income. Prior to adopting EITF 02-3 and the rescission of EITF 98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management Activities," our accounting practice was to present all settled energy purchase or sale contracts within our power risk management program on a gross basis in Operating Revenues - - Electric and Other and in Operating Expenses - Fuel and Purchased Power and Other Operations and Maintenance. This meant that revenues were recorded for the sum of the notional amounts of the power sales contracts with a corresponding charge to income for the costs of the energy that was generated, or for the sum of the notional amounts of a purchased power contract. In October 2002, the EITF reached a consensus to rescind EITF 98-10. The effective date for the full rescission of EITF 98-10 was for fiscal periods beginning after December 15, 2002, with early adoption permitted. In addition, the EITF 27 reached a consensus in October 2002 that all SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," trading derivatives (subsequent to the rescission of EITF 98-10) should be shown net in the Statement of Income, whether or not physically settled. This consensus applies to all energy and non-energy related trading derivatives that meet the definition of a derivative pursuant to SFAS 133. The following table presents the operating revenues and costs that were netted for the three and nine months ended September 30, 2002, which reduced Operating Revenues - Electric and Other, and Operating Expenses - Fuel and Purchased Power and Other Operations and Maintenance by equal amounts: ============================================================================= Three Months Nine Months ----------------------------------------------------------------------------- Ameren(a)................................... $ 189 $ 563 UE.......................................... 117 345 CIPS........................................ - - Genco....................................... 61 191 CILCORP(b).................................. - - CILCO....................................... - - ============================================================================= (a) Excludes amounts for CILCORP and CILCO prior to the acquisition date of January 31, 2003 and includes amounts for non-registrant Ameren subsidiaries as well as intercompany eliminations. (b) Represents predecessor information. The adoption of EITF 02-3, the rescission of EITF 98-10 and the related transition guidance resulted in the netting of energy contracts for financial reporting purposes, which lowered our reported revenues and costs with no impact on earnings. SFAS No. 148 - "Accounting for Stock-Based Compensation - Transition and Disclosure" In December 2002, the FASB issued SFAS 148. SFAS 148 amended SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for an entity that voluntarily changes to the fair value-based method of accounting for stock-based employee compensation. It also amended the disclosure provisions to require disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation. Prior to 2003, Ameren and CILCORP accounted for stock options granted under long-term incentive plans under the recognition and measurement provisions of APB Opinion 25, "Accounting for Stock Issued to Employees." No stock-based employee compensation cost was reflected for options under either plan in 2002, 2001, and 2000 as all options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The pretax cost of weighted-average grant-date fair value of options for Ameren would have been approximately $2 million in 2002, 2001, and 2000 and $4 million, $2 million and $1 million, respectively, for predecessor CILCORP, had the fair value method under SFAS 123 been used for options granted. Effective January 1, 2003, we adopted the fair value recognition provisions of SFAS 123 by using the prospective method of adoption under SFAS 148. Stock options have not been granted since 2000 at Ameren and since 2001 at CILCORP, and therefore, SFAS 148 did not have any effect on Ameren's or CILCORP's financial position, results of operations or liquidity since adoption. SFAS No. 149 - "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" In April 2003, the FASB issued SFAS 149. SFAS 149 further clarifies and amends accounting and reporting for derivative instruments. The statement amends SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," for decisions made by the Derivative Implementation Group, as well as issues raised in connection with other FASB projects and implementation issues. The statement is effective for contracts entered into or modified after June 30, 2003 except for implementation issues that have been effective for reporting periods beginning before June 15, 2003, which continue to be applied based on their original effective dates. SFAS 149 did not have any material impact on our financial position, results of operations or liquidity upon adoption in the third quarter of 2003. 28 SFAS No. 150 - "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" In May 2003, the FASB issued SFAS 150 that established standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 requires financial instruments that were issued in the form of shares with an unconditional obligation to redeem the instrument by transferring assets on a specified date, to be classified as liabilities. Accordingly, SFAS 150 requires issuers to classify mandatorily redeemable financial instruments as liabilities. SFAS 150 also requires such financial instruments to be measured at fair value and a cumulative effect adjustment to be recognized in the statement of income for any difference between the carrying amount and fair value. SFAS 150 became effective July 1, 2003. At July 1, 2003, CILCO had $21 million of preferred stock subject to mandatory redemption, which was reclassified in the current period to the liability section of Ameren's, CILCORP's and CILCO's Consolidated Balance Sheets. In accordance with the requirements of SFAS 150, no reclassification was made to the presentation on the December 31, 2002 Balance Sheets of Ameren, CILCORP and CILCO. This preferred stock is redeemable at par at any time, and therefore, it was estimated there was no difference between book value and fair value. FIN No. 46 - "Consolidation of Variable Interest Entities, an Interpretation of ARB 51, Consolidated Financial Statements" In January 2003, the FASB issued FIN 46 to address consolidation of variable-interest entities (VIEs). The primary objective of FIN 46 was to provide guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights. If an entity absorbs the majority of the VIEs' expected losses or receives a majority of the VIEs' expected residual returns, or both, it must consolidate the VIE. An entity that is required to consolidate the VIE is called the primary beneficiary. Additional disclosure requirements are also applicable when an entity holds a significant variable interest in a VIE, but is not the primary beneficiary. Initially, FIN 46 was effective no later than the beginning of the first interim period after June 15, 2003 for VIEs created before February 1, 2003. For VIEs created after January 31, 2003, FIN 46 was effective immediately. In September 2003, the FASB tentatively concluded to defer the effective date of FIN 46 until the end of the first interim or annual period ending after December 15, 2003 for an interest held by a public company in a VIE or a possible VIE that meets certain conditions. We are in the process of reviewing the entities that have a reasonable possibility of being classified as VIEs. At this time, we do not expect the impact of FIN 46 on our financial position, results of operations, or liquidity to be material upon adoption. Interchange Revenues The following table presents the interchange revenues included in Operating Revenues - Electric for the three months and nine months ended September 30, 2003 and 2002:

29 Purchased Power The following table presents the purchased power expenses included in Operating Expenses - Fuel and Purchased Power for the three months and nine months ended September 30, 2003 and 2002. See Note 7 - Related Party Transactions for further information on affiliate transactions.

Excise Taxes Excise taxes on Missouri electric and gas, and Illinois gas customer bills are imposed on UE, CIPS and CILCO and are recorded gross in Operating Revenues and Taxes Other than Income Taxes. Excise taxes applicable to Illinois electric customer bills are imposed on the consumer and are recorded as tax collections payable and included in Taxes Accrued on the Consolidated Balance Sheet. The following table presents the excise taxes recorded in Operating Revenues and Taxes Other than Income Taxes for the three and nine months ended September 30, 2003 and 2002:

Goodwill Goodwill is the excess of the purchase price of an acquisition over the fair value of the net assets acquired. Under the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," we are not required to amortize goodwill. SFAS 142 requires the evaluation of goodwill for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired. Our goodwill primarily relates to the January 31, 2003 acquisition of CILCORP. See Note 2 - Acquisitions for additional information regarding the acquisition. 30 Pension A minimum pension liability was recorded at December 31, 2002 which resulted in a charge to Accumulated OCI and a reduction in stockholders' equity. The minimum pension liability has not changed as of September 30, 2003. The following table presents the minimum pension liability amounts, after taxes, as of September 30, 2003: ============================================================================= September 30, 2003 ----------------------------------------------------------------------------- Ameren(a)................................................... $ 102 UE.......................................................... 62 CIPS........................................................ 13 Genco....................................................... 6 CILCORP(b).................................................. 61 CILCO....................................................... 30 ============================================================================= (a) Excludes amounts for CILCORP and CILCO, which were recorded prior to the acquisition date of January 31, 2003. (b) Represents predecessor information. Based on changes in interest rates, we may be required to change our actuarial assumptions for our pension plan valuation at December 31, 2003, which could result in recognition of an additional minimum pension liability. Coal Contract Settlement Ameren and UE recorded a coal contract settlement gain of $51 million in the third quarter of 2003. This gain primarily represented a return of coal costs plus accrued interest accumulated by a coal supplier for reclamation of a coal mine that principally supplied UE's power plant. This mine reclamation is now substantially complete. In August 2003, UE entered into a settlement agreement with the coal supplier to return the accumulated reclamation funds, which will be paid to UE ratably through December 2004. NOTE 2 - Acquisitions On January 31, 2003, Ameren completed the acquisition of all of the outstanding common stock of CILCORP from AES. CILCORP is the parent company of Peoria, Illinois-based CILCO. With the acquisition, CILCO became an indirect Ameren subsidiary, but remains a separate utility company, operating as AmerenCILCO. On February 4, 2003, Ameren also completed the acquisition of Medina Valley, which indirectly owns a 40 megawatt, gas-fired electric generation plant. The results of operations for CILCORP and Medina Valley were included in Ameren's consolidated financial statements effective with the respective January and February 2003 acquisition dates. See Note 1 - Summary of Significant Accounting Policies for further information on the presentation of the results of CILCORP and CILCO in Ameren's consolidated financial statements. Ameren acquired CILCORP to complement its existing Illinois gas and electric operations. The purchase included CILCO's rate-regulated electric and natural gas businesses in Illinois serving approximately 200,000 and 205,000 customers, respectively, of which approximately 150,000 are combination electric and gas customers. CILCO's service territory is contiguous to our service territory. CILCO also has a non rate-regulated electric and gas marketing business principally focused in the Chicago, Illinois region. Finally, the purchase included approximately 1,200 megawatts of largely coal-fired generating capacity, most of which became non rate-regulated on October 3, 2003 due to CILCO's transfer of 1,100 megawatts of generating capacity to AERG. See Note 1 - Summary of Significant Accounting Policies for further information on the transfer to AERG. The total acquisition cost was approximately $1.4 billion and included the assumption by Ameren of CILCORP and Medina Valley debt and preferred stock at closing of $895 million and consideration of $489 million in cash, net of cash acquired. The cash component of the purchase price came from Ameren's issuance in September 2002 of 8.05 million common shares and its issuance in early 2003 of an additional 6.325 million common shares, which together generated aggregate net proceeds of $575 million. The following unaudited pro forma financial information presents a summary of Ameren's consolidated results of operations assuming the acquisitions of CILCORP and Medina Valley had been completed at the beginning of fiscal year 31 2002, including pro forma adjustments, which are based upon preliminary estimates, to reflect the allocation of the purchase price to the acquired net assets. Ameren and CILCORP are in the process of completing a third party valuation of acquired property and plant and intangible assets. Therefore, the allocation of the purchase price is subject to change. The excess of the purchase price over tangible net assets acquired has been allocated preliminarily to goodwill in the amount of $615 million.

This pro forma information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date, nor is it an indication of trends in future results. NOTE 3 - Rate and Regulatory Matters Intercompany Transfer of Electric Generating Facilities and Illinois Service Territory As a part of the settlement of the Missouri electric rate case in 2002, UE committed to making certain infrastructure investments from January 1, 2002 through June 30, 2006, including the addition of 700 megawatts of generation capacity. The new capacity requirement is expected to be satisfied, in part, by the proposed transfer from Genco to UE, at net book value (approximately $250 million), of approximately 550 megawatts of combustion turbine generating units at Pinckneyville and Kinmundy, Illinois. The transfer is subject to receipt of FERC and SEC approval. Approval by the MoPSC is not required in order for this transfer to occur. However, the MoPSC has jurisdiction over UE's ability to recover the cost of the transferred generating facilities from its electric customers in its rates. As part of the settlement of the Missouri electric rate case in 2002, UE is subject to a rate moratorium providing for no changes in its electric rates before June 30, 2006, subject to certain statutory and other exceptions. Approval of the ICC is not required contingent upon prior approval and execution of UE's transfer of its Illinois public utility operations to CIPS as discussed below. In February 2003, UE sought approval from the FERC to transfer the 550 megawatts of generating assets from Genco to UE. Certain independent power producers objected to UE's request based on a claim that the transfer may harm competition for the sale of electricity at wholesale. In May 2003, the FERC issued an order which set for hearing the effect of the proposed transfer on competition in wholesale electric markets, which UE appealed. Subsequently, the FERC Staff filed testimony which supported the proposed transfer and recommended that the FERC accept it. A hearing was held in October 2003 and an initial order by the Administrative Law Judge is expected to be issued in the first quarter of 2004. After the parties to the proceeding have an opportunity to review and comment on the initial order, the matter will be submitted to the FERC for issuance of a final order. In May 2003, UE announced its plan to limit its public utility operations to the state of Missouri and to discontinue operating as a public utility subject to ICC regulation. UE intends to accomplish this plan by transferring its Illinois-based electric and natural gas businesses, including its Illinois-based distribution assets and certain of its transmission assets, to CIPS. In 2002, UE's Illinois electric and gas service territory generated revenues of $166 million and is expected to have a net book value of $138 million at December 31, 2003. UE's electric generating facilities and certain of its electric transmission facilities in Illinois would not be part of the transfer. The transfer of UE's Illinois-based utility businesses will require the approval of the ICC, the FERC, the MoPSC and the SEC under the provisions of the PUHCA. In August 2003, UE filed with the MoPSC, and in October and November 2003 filed with the ICC, the FERC and the SEC for authority to 32 transfer UE's Illinois-based utility businesses, at net book value, to CIPS. The filing with the ICC seeks approval to transfer only UE's Illinois-based natural gas utility business since the ICC authorized the transfer of UE's Illinois-based electric utility business to CIPS in 2000. UE proposes to transfer approximately one-half of the assets directly to CIPS in consideration for a CIPS promissory note, and approximately one-half of the assets by means of a dividend in kind to Ameren followed by a capital contribution by Ameren to CIPS. A filing seeking approval of both the transfer of UE's Illinois-based utility business and Genco's combustion turbine generating units was made with the SEC in October 2003. If completed, the transfers will be accounted for at book value with no gain or loss recognition which is appropriate treatment for transactions of this type by two entities under common control. We are unable to predict the ultimate outcome of these regulatory proceedings or the timing of the final decisions of the various agencies. Regional Transmission Organization In April 2003, the FERC authorized the request of the GridAmerica Companies to transfer functional control of their transmission assets to GridAmerica LLC. The FERC also accepted the amendments to the Midwest ISO OATT, suspended the proposed rates for a nominal period, subject to refund, and established hearing and settlement procedures to determine the justness and reasonableness of the proposed rate amendments to the Midwest ISO OATT. At this time the parties are pursuing settlement of the disputed rate issues, which, absent settlement, will go into effect subject to refund effective upon the commencement of service over the GridAmerica Companies transmission facilities under the Midwest ISO OATT. In May 2003, the FERC accepted the revised agreements filed by the GridAmerica Companies to reflect the changes requested by the FERC. In August 2003, the GridAmerica Companies filed acknowledgements with the FERC that permitted GridAmerica LLC to commence operations on October 1, 2003, on a phased basis, by assuming, with the Midwest ISO, functional control of the American Transmission Systems, Incorporated, a subsidiary of FirstEnergy Corporation and Northern Indiana Public Service Company, a subsidiary of NiSource, Inc. transmission systems. UE and CIPS transmission systems are not currently included in GridAmerica LLC's operations due to UE's need for MoPSC approval, which is pending. In September 2003, in response to a FERC order requesting various transmission asset owners that are not yet participating in a RTO to file testimony describing the impediments to their participation in a RTO, Exelon Corporation announced it was in exclusive negotiations with Dynegy Inc. to purchase Illinois Power Company, and if successful in the acquisition, Exelon Corporation would seek to transfer functional control of the Illinois Power Company transmission assets to the PJM Interconnection LLC RTO. In response to this announcement, UE and CIPS announced to the FERC that the change in RTO participation by Illinois Power Company from the Midwest ISO to the PJM Interconnection LLC RTO would cause UE and CIPS to reassess their commitment to participate in the Midwest ISO through GridAmerica LLC. If UE secures approval to participate in GridAmerica LLC from the MoPSC, and UE and CIPS transfer functional control of their transmission systems to GridAmerica LLC, the FERC has ordered the return, with interest, of the $13 million exit fee paid by UE and the $5 million exit fee paid by CIPS when they previously left the Midwest ISO. CILCO is already a transmission member of the Midwest ISO and has transferred functional control of its transmission system to the Midwest ISO. Transmission service on the CILCO transmission system is provided pursuant to the terms and conditions of the Midwest ISO OATT on file with the FERC. Genco does not own transmission assets, but pays UE and CIPS for the use of their transmission systems to transmit power from the Genco generating plants. Until the tariffs and other material terms of CIPS' and UE's participation in the GridAmerica Companies, and the GridAmerica Companies' participation in the Midwest ISO, are finalized and approved by the FERC and other regulatory authorities, the ultimate impact that on-going RTO developments will have on UE's, CIPS' and Genco's financial position, results of operations or liquidity is unpredictable. On November 13, 2003, the FERC said that it will issue an order upholding an earlier order issued in July 2003 (July Order) that will reduce UE's and CIPS', as well as other utilities, "throught and out" transmission revenues effective April 33 1, 2004. We are in the process of obtaining and reviewing the final written order. The revenues subject to elimination by these orders are those revenues from transmission that travel through or out of UE's and CIPS' transmission system and are also used to provide electricity to load within the Midwest ISO or PJM Interconnection LLC systems. The magnitude of the potential net revenue reduction resulting from these orders could be up to $20 to $25 million annually if UE and CIPS are not in a RTO. UE and CIPS would incur approximately 60% and 40%, respectively, of the potential net revenue reduction. While it is anticipated that UE's and CIPS' transmission revenues could be reduced by these orders, transmission expenses for Genco could be reduced. Morever, we believe the FERC's final Order will explicitly permit companies participating in a RTO to collect the lost "through and out" revenues through other rate mechanisms. Until it is determined when, or if, UE and CIPS will join a RTO, UE and CIPS are unable to predict the ultimate impact of these orders. Standard Market Design Notice of Proposed Rulemaking In July 2002, the FERC issued a Standard Market Design NOPR. The NOPR proposes a number of changes to the way the current wholesale transmission service and energy markets are operated. Specifically, the NOPR calls for all jurisdictional transmission facilities to be placed under the control of an independent transmission provider (similar to a RTO), proposes a new transmission service tariff that provides a single form of transmission service for all users of the transmission system including bundled retail load, and proposes a new energy market and congestion management system that uses locational marginal pricing as its basis. Although issuance of the Standard Market Design final rule is uncertain and the implementation schedule is unknown, the Midwest ISO is already in the process of implementing a separate market design similar to the proposed market design in the NOPR. In July 2003, the Midwest ISO filed with the FERC a revised OATT codifying the terms and conditions under which it would implement the new market design. The Midwest ISO targeted March 2004 as the start date for staged implementation. In October 2003, the Midwest ISO filed a pleading with the FERC to withdraw its revised OATT to ensure that effective reliability tools are in place and operating correctly before moving forward with the new market design. UE and CIPS will continue monitoring the status of the Midwest ISO's market design and the potential impact of the market design on the cost and reliability of service to retail customers. At this time, we are unable to predict the ultimate impact the new market design will have on their future financial position, results of operations or liquidity. Illinois Electric In 2002, all of the Illinois residential, commercial and industrial customers of UE, CIPS and CILCO had a choice in electric suppliers under the provisions of 1997 Illinois legislation related to the restructuring of the Illinois electric industry (the Illinois Law). Under the Illinois Law, UE, CIPS and CILCO rates initially were frozen through January 1, 2005, subject to residential electric rate decreases of up to 5% in 2002 to the extent rates exceeded the Midwest utility average. In 2002, the Illinois electric rates of UE, CIPS and CILCO were below the Midwest utility average. As the result of an amendment to the Illinois Law, the rate freeze was extended through January 1, 2007. As a result of this extension through January 1, 2007, CIPS and Marketing Company expect to seek to renew or extend their power supply agreement and CILCO and AERG expect to seek to renew or extend their power supply agreement through January 1, 2007. A renewal or extension of the power supply agreements depend on compliance with regulatory requirements in effect at the time. The Illinois Law allows a utility to collect transition charges from customers that elect to move from bundled retail rates to market-based power and energy. Utilities have the right to collect applicable transition charges throughout the transition period that ends January 1, 2007 from customers that elect market-based power and energy. In the order authorizing the acquisition of CILCO by Ameren, the ICC required UE, CIPS and CILCO to eliminate transition charges in the period commencing June 2003, through at least May 2005. The non-recovery of transition charges is not expected to have a material impact on UE, CIPS or CILCO. The Illinois Law also contains a provision requiring that one-half of excess earnings from the Illinois jurisdiction for the years 1998 through 2006 be refunded to UE, CIPS and CILCO's Illinois customers. Excess earnings are defined as the portion of the two-year average annual rate of return on common equity in excess of 1.5% of the two-year average of the Index, as defined in the Illinois Law. The Index is defined as the sum of the average for the twelve months ended 34 September 30 of the average monthly yields of the Treasury long-term average (25 years and above), plus 7% for both UE and CIPS and 11% for CILCO. CILCO, CIPS and UE's average rates of return on common equity for the two-year average at December 31, 2002 were 9%, 6% and 13%, respectively, as compared to the average Index of 18% for CILCO and 14% for CIPS and UE. No refunds to UE, CIPS or CILCO's Illinois customers are expected to be required for the period from April 1, 2002 through March 31, 2003. During the twelve months ended December 31, 1999, UE made excess earnings refunds of $2.1 million resulting from excess earnings during the period April 1, 2000 through March 31, 2001. During the twelve months ended December 31, 2000, UE made excess earnings refunds of $1.5 million from April 1, 2001 through March 31, 2002. These refunds were recorded as a reduction to Operating Revenues - Electric. Illinois Gas In October 2003, the ICC issued an order awarding CILCO an increase in annual gas rates of $9 million and awarding CIPS and UE increases in annual gas rates of $7 million and $2 million, respectively. These new rates were effective in November 2003. Missouri Gas In May 2003, UE filed a request with the MoPSC to increase annual rates for natural gas service by approximately $27 million. UE proposed to phase in the rate increases over two years, with one half of the increase taking effect December 1, 2003 and the other half taking effect November 1, 2004. UE also proposed not to seek additional increases in gas rates through November 1, 2006, subject to certain exceptions. The proposal also called for UE to contribute $1.75 million to an energy assistance program to help low-income customers. In October 2003, the MoPSC Staff and other parties to this proceeding filed direct testimony. The MoPSC Staff in its testimony recommended an increase in annual rates of approximately $11 million. In late October and early November 2003, the parties participated in a prehearing settlement conference and settlement discussions are continuing. A hearing in this proceeding is scheduled for January 2004 in the event a settlemnet is not reached and the MoPSC has until April 2004 to render a decision in this case. NOTE 4 - Debt and Equity Financings Ameren In August 2002, the SEC declared effective a shelf registration statement filed by Ameren covering the offering from time to time of up to $1.473 billion of various forms of securities including long-term debt and trust preferred and equity securities. In 2002, Ameren issued approximately $338 million of securities pursuant to the shelf registration statement. In the first quarter of 2003, Ameren issued, pursuant to the shelf registration statement, 6.325 million shares of its common stock at $40.50 per share. Ameren received net proceeds, after fees, of $248 million, which were used to fund the remaining cash portion of the purchase price for its acquisition of CILCORP. See Note 2 - Acquisitions for further information. At September 30, 2003, the amount of securities remaining available for issuance pursuant to the shelf registration statement was $879 million. Ameren may sell all, or a portion of, the remaining securities registered under the shelf registration statement if warranted by market conditions and capital requirements. Any offer and sale will be made only by means of a prospectus meeting the requirements of the Securities Act of 1933 and the rules and regulations thereunder. The acquisitions of CILCORP on January 31, 2003 and Medina Valley on February 4, 2003 included the assumption by Ameren of CILCORP and Medina Valley debt and preferred stock at closing of $895 million. The assumed debt primarily consisted of $250 million 9.375% senior notes due 2029, $225 million 8.7% senior notes due 2009, a $100 million secured floating rate term loan due 2004, other secured indebtedness totaling $279 million and preferred stock of $41 million. In July 2003, Ameren entered into two new revolving credit facilities aggregating $470 million to be used for general corporate purposes including support of our commercial paper programs. The $470 million in new facilities includes a $235 million 364-day revolving credit facility and a $235 million three-year revolving credit facility. These new credit 35 facilities replaced Ameren's existing $270 million 364-day revolving credit facility, which matured in July 2003, and a $200 million facility, which would have matured in December 2003. The new credit facilities contain provisions which require us to meet minimum ERISA funding requirements for our pension plan. The prior credit facilities included more restrictive provisions related to the funded status of our pension plan, which are not present in the new facilities. Ameren also has a $130 million multi-year credit facility which includes the ERISA-related provisions that have been modified to conform to the provisions in the two new revolving credit facilities. As a result, for any of our credit facilities that contain provisions related to pension funding, we are now only required to meet all of the minimum ERISA funding rules. At September 30, 2003, all of such borrowing capacity under these facilities was available. The following table presents the amortization of debt issuance costs and any premium or discounts included in interest expense in the Statement of Income for the three and nine months ended September 30, 2003 and 2002:

At September 30, 2003, neither Ameren, nor any of its subsidiaries, had any off-balance sheet financing arrangements, other than operating leases entered into in the ordinary course of business. At September 30, 2003, the Ameren Companies were in compliance with all material financial agreement provisions and covenants. UE In August 2002, the SEC declared effective a shelf registration statement filed by UE covering the offering from time to time of up to $750 million of various forms of long-term debt and trust preferred securities. In March 2003, UE issued, pursuant to the August 2002 shelf registration statement, $184 million of 5.50% Senior Secured Notes due March 15, 2034. UE received net proceeds, after fees, of $180 million, which along with other funds, were used in April 2003 to redeem $104 million principal amount of outstanding 8.25% first mortgage bonds due October 15, 2022, at a redemption price of 103.61% of par, plus accrued interest, and to repay short-term debt incurred to pay at maturity $75 million principal amount of 8.33% first mortgage bonds that matured in December 2002. In April 2003, UE issued, pursuant to the August 2002 shelf registration statement, $114 million of 4.75% Senior Secured Notes due April 1, 2015. UE received net proceeds, after fees, of $113 million, which along with other funds were used in May 2003 to redeem $85 million principal amount of outstanding 8.00% first mortgage bonds due December 15, 2022, at a redemption price of 103.38% of par, plus accrued interest, and to reduce short-term debt. In July 2003, UE issued, pursuant to the August 2002 shelf registration statement, $200 million of 5.10% Senior Secured Notes due August 1, 2018. UE received net proceeds, after fees, of $198 million, which along with other funds were used to repay short-term debt incurred to fund the maturity of $100 million principal amount 7.65% first mortgage bonds due July 15, 2003 and to repay $21 million of other short-term debt. The remaining proceeds were used in August 2003 to redeem $75 million principal amount of outstanding 7.15% first mortgage bonds due August 1, 2023 at a redemption price of 103.01% of par, plus accrued interest. 36 In September 2003, the SEC declared effective another shelf registration statement filed by UE in August 2003, covering the offering from time to time of up to $1 billion of various forms of long-term debt and trust preferred securities. The $79 million of securities which remained available for issuance under the August 2002 shelf registration is included in the $1 billion of securities available to be issued under this shelf registration statement. In October 2003, UE issued, pursuant to the September 2003 shelf registration statement, $200 million of 4.65% Senior Secured Notes due October 1, 2013. UE received net proceeds, after fees, of $198 million, which were used to repay outstanding short-term debt. UE may sell all, or a portion of, the remaining securities registered under the September 2003 shelf registration statement if warranted by market conditions and capital requirements. Any offer and sale will be made only by means of a prospectus meeting the requirements of the Securities Act of 1933 and the rules and regulations thereunder. At October 31, 2003, the amount remaining under the September 2003 shelf registration statement was $800 million. In April 2003, UE entered into an additional 364-day committed credit facility totaling $75 million to be used for general corporate purposes including support of its commercial paper program. This facility makes borrowings available at various interest rates based on LIBOR, agreed rates and other options. CIPS and CILCO can access this facility through the utility money pool. CIPS In March 2003, CIPS repaid $5 million principal amount of its 6.99% Series 97-1 first mortgage bonds on their maturity date. In April 2003, CIPS repaid $40 million principal amount of its 6.375% Series Z first mortgage bonds on their maturity date and also redeemed at par, its $50 million 7.50% Series X first mortgage bonds due July 1, 2007. All redemptions and repayments were made with available cash and borrowings from the money pool. CILCORP In conjunction with Ameren's acquisition of CILCORP, CILCORP's long-term debt amounts have been adjusted to fair value. The recording of fair value related adjustments resulted in an increase of $71 million related to CILCORP's 9.375% senior notes due 2029 and $40 million to its 8.7% senior notes due 2009. Amortization related to these fair value adjustments was approximately $2 million for the three months and $5 million for the eight months ended September 30, 2003. The amortization was included in interest expense in the Statement of Income for Ameren and CILCORP. In September 2003, CILCORP repurchased, prior to maturity, $13 million principal amount of its 9.375% senior notes and $27 million principal amount of its 8.7% senior notes. These repurchases resulted in a reduction of the fair value write-up of $8 million in aggregate. CILCORP repurchased these notes through a direct loan from Ameren. CILCO In February 2003, CILCO repaid $25 million principal amount of its 6.82% series medium-term notes on their maturity date. In April 2003, three series of CILCO's first mortgage bonds were redeemed prior to maturity. These redemptions included CILCO's $65 million principal amount 8.20% series due January 15, 2022 at a redemption price of 103.29%, and two 7.8% series totaling $10 million principal amount due February 9, 2023 at a redemption price of 103.90%. In August 2003, CILCO repaid two bank loans totaling $5 million prior to their scheduled maturity dates. In July 2003, preferred stock was reduced by $1 million as a result of a mandatory sinking fund provision. All redemptions and repayments were made with available cash and borrowings from the money pool. Medina Valley In June 2003, Medina Valley repaid, prior to maturity, with funds borrowed from the non-state regulated money pool, a $36 million secured term loan with an effective interest rate of 7.65% and terminated two related interest rate swaps. This repayment eliminated the outstanding bank debt at Medina Valley. 37 NOTE 5 - Other Income and Deductions The following table presents Other Income and Deductions for the three and nine months ended September 30, 2003 and 2002:

NOTE 6 - Derivative Financial Instruments Cash Flow Hedges The following table presents balances in certain accounts for cash flow hedges as of September 30, 2003:

The pretax net gain or loss on power forward derivative instruments included in Other Income and Deductions, at UE and Genco, which represented the impact of discontinued cash flow hedges, the ineffective portion of cash flow hedges, as well as the reversal of amounts previously recorded in OCI due to transactions going to delivery or settlement, totaled less 39 than a $1 million gain for the three months ended September 30, 2003 (2002 - $4 million loss) and less than a $1 million loss for the nine months ended September 30, 2003 (2002 - $4 million loss). Other Derivatives The following table represents the net change in market value of option transactions, which are used to manage our positions in sulfur dioxide allowances, coal, heating oil and electricity. Certain of these transactions are treated as non-hedge transactions under SFAS 133. The net change in the market value of sulfur dioxide options is recorded in Operating Revenues - Electric, while the net change in the market value of coal, heating oil and electricity options is recorded as Operating Expenses - Fuel and Purchased Power in the Statement of Income.

NOTE 7 - 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, 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 and include the material agreements below. Electric Power Supply Agreements Under two electric power supply agreements, Genco is obligated to supply to Marketing Company, and Marketing Company, in turn, is obligated to supply to CIPS, all of the energy and capacity needed by CIPS to offer service for resale to its native load customers at rates specified by the ICC and to fulfill CIPS' other obligations under all applicable federal and state tariffs or contracts. Any power not used by CIPS is sold by Marketing Company under various long-term wholesale and retail contracts. For native load, CIPS pays an annual capacity charge per megawatt (the greater of its forecasted peak demand or actual demand), plus an energy charge per megawatt-hour to Marketing Company. For fixed-price retail customers outside of the tariff, CIPS pays Marketing Company the price it receives under these contracts. The fees paid by CIPS to Marketing Company for native load and fixed-price retail customers and any other sales by Marketing Company under various long-term wholesale and retail contracts are passed through to Genco. In addition, under the power supply agreement between Genco and Marketing Company, Genco bears all generation related operating risks, including 40 plant performance, operations, maintenance, efficiency, employee retention and other matters. There are no guarantees, bargain purchase options or other terms that may convey to CIPS the right to use the property and plant of Genco. The agreement between CIPS and Marketing Company expires on December 31, 2004. The agreement between Genco and Marketing Company can be terminated by either party upon at least one year's notice, but may not be terminated prior to December 31, 2004. CIPS and Marketing Company plan to pursue a renewal or extension of their agreement through December 31, 2006. A renewal or extension of this agreement will depend on compliance with regulatory requirements in effect at the time. This extension has been authorized by the ICC in its order approving Ameren's acquisition of CILCORP and CILCO. On October 3, 2003, in conjunction with CILCO's transfer to AERG of substantially all of its generating assets, AERG entered into an electric power supply agreement with CILCO to supply it sufficient power to meet its native load requirements. CILCO pays a monthly capacity charge per megawatt based on CILCO's system capacity requirements, plus an energy charge per megawatt-hour. This agreement expires on December 31, 2004. AERG and CILCO plan to pursue an extension of the power supply agreement through December 31, 2006. A renewal or extension of this agreement will depend on compliance with regulatory requirements in effect at the time. The ICC authorized this extension in its order approving Ameren's acquisition of CILCORP and CILCO. Also in conjunction with CILCO's generating asset transfer, a bilateral power supply agreement was entered into between AERG and Marketing Company. This agreement provides for AERG to sell excess power to Marketing Company for sales outside the CILCO control area, and also allows Marketing Company to sell power to AERG to fulfill CILCO's native load requirements. CILCO had a power purchase agreement with CIPS for the purchase of 100 megawatts of capacity and firm energy for the months of January and June through September 2003 and 2002. This power was supplied by Genco through Marketing Company, CIPS and Genco electric power supply agreements discussed above. UE and CIPS are parties to a power supply agreement with EEI to purchase and sell capacity and energy. This agreement expires on December 31, 2005. Under a separate agreement which expires on December 31, 2005, CIPS resold its entitlements under the power supply agreement with EEI to Marketing Company. UE has a 150 megawatt power supply agreement with Marketing Company which expires December 31, 2005. UE also had a one year 450 megawatt power supply agreement with Marketing Company which expired in May 2002 and another one year 200 megawatt power supply agreement with Marketing Company which expired in May 2003. Power supplied by Marketing Company to UE through these agreements was obtained from Genco. Joint Dispatch Agreement UE and Genco jointly dispatch electric generation under an amended joint dispatch agreement. Under the agreement, each affiliate is required to serve their load requirements from their own generation first, and then allowed access to any available generation from their affiliate. The joint dispatch agreement can be terminated by either party by giving one year's notice beginning January 1, 2004. Agency Agreements Any excess generation not used by UE or Genco through the joint dispatch agreement is sold to third parties through Ameren Energy, serving as each affiliate's agent. Ameren Energy also acts as agent on behalf of UE and Genco to purchase power when they require it. Pending SEC approval, there will be an agency agreement between AERG and Marketing Company that authorizes Marketing Company, on behalf of AERG, to sell AERG's excess generation, or purchase power when needed to supply AERG customers. Executory Tolling, Gas Sales and Transportation Agreements Under an executory tolling agreement, CILCO purchases steam, chilled water and electricity from Medina Valley. In connection with this agreement, Medina Valley purchases gas from AFS under a fuel supply and services agreement. Prior to September 2003, Medina Valley purchased gas from CESI and gas transportation from CILCO. 41 Under a special contract rate, gas transportation agreement, Genco acquires gas transportation service from UE for its Columbia, Missouri generating facility. This agreement expires in February 2016. Support Services Agreements Costs of support services provided by Ameren Services, Ameren Energy and AFS to their affiliates, including wages, employee benefits, professional services and other expenses are based on, or are an allocation of, actual costs incurred. Money Pools Utility UE, CIPS and CILCO have the ability to borrow from Ameren and each other through a utility money pool agreement. In September 2003, CILCO received the final required regulatory approval necessary for its participation in the utility money pool. In October 2003, AERG also received the required regulatory approval necessary to participate in the utility money pool. Ameren Services administers the utility money pool and tracks internal and external funds separately. Ameren Services also participates in the utility money pool. Ameren and AERG may only participate in the utility money pool as a lender. Internal funds are surplus funds contributed to the utility money pool from participants. The primary source of external funds for the utility money pool is the UE commercial paper program. Through the utility money pool, the pool participants can access committed credit facilities at Ameren which totaled $600 million at September 30, 2003. These facilities are in addition to UE's $157 million, CIPS' $15 million and CILCO's $60 million in committed credit facilities. The total amount available to the pool participants from the utility money pool at any given time is reduced by the amount of borrowings by their affiliates, but increased to the extent the pool participants have surplus funds or other external sources are used to increase the available amounts. The availability of funds is also determined by funding requirement limits established by the SEC under PUHCA. UE, CIPS, CILCO and Ameren Services rely on the utility money pool to coordinate and provide for certain short-term cash and working capital requirements. Borrowers receiving a loan under the utility money pool agreement must repay the principal amount of such loan, together with accrued interest. The rate of interest depends on the composition of internal and external funds in the utility money pool. The average interest rate for borrowing under the utility money pool for the three months ended September 30, 2003 was 1.02% (2002 - - 1.73%) and for the nine months ended September 30, 2003 was 1.17% (2002 - 1.75%). Non-State Regulated Genco and other non-state regulated Ameren subsidiaries have the ability to borrow up to $600 million in total from Ameren through a non-state regulated subsidiary money pool agreement. However, the total amount available to the pool participants at any time is reduced by the amount of borrowings from Ameren by its subsidiaries and is increased to the extent other pool participants advance surplus funds to the non-state regulated subsidiary money pool, or external sources are used to increase the available amounts. At September 30, 2003, $600 million was available through the non-state regulated subsidiary money pool, excluding additional funds available through excess cash balances. The non-state regulated subsidiary money pool was established to coordinate and provide for short-term cash and working capital requirements of Ameren's non-state regulated activities and is administered by Ameren Services. Borrowers receiving a loan under the non-state regulated subsidiary money pool agreement must repay the principal amount of such loan, together with accrued interest. The rate of interest depends on the composition of internal and external funds in the non-state regulated subsidiary money pool. These rates are based on the cost of funds used to fund money pool advances. Ameren and CILCORP are authorized to act only as lenders to the non-state regulated subsidiary money pool. In October 2003, AERG received the required regulatory approval necessary to participate in the non-state regulated subsidiary money pool. The average interest rate for borrowing under the non-state regulated subsidiary money pool for the three months ended September 30, 2003 was 8.84% (2002 - 8.84%) and for the nine months ended September 30, 2003 was 8.84% (2002 - 7.18%). CILCORP has been granted authority by the SEC under PUHCA to borrow up to $250 million directly from Ameren in a separate arrangement unrelated to the money pools. 42 Operating Lease Under an operating lease agreement, Genco is leasing certain combustion turbine generating units at a Joppa, Illinois site to its parent, Development Company. Under an electric power supply agreement with Marketing Company, Development Company supplies the capacity and energy from these leased units to Marketing Company, which in turn supplies the energy to Genco. UE The following tables present the impact of related party transactions on UE's Statement of Income and Balance Sheet based primarily on the agreements discussed above:

43 CIPS The following tables present the impact of related party transactions on CIPS' Statement of Income and Balance Sheet based primarily on the agreements discussed above:

44 Genco The following tables present the impact of related party transactions on Genco's Statement of Income and Balance Sheet based primarily on the agreements discussed above:

45 CILCORP The following tables present the impact of related party transactions on CILCORP's Statement of Income and Balance Sheet based primarily on the agreements discussed above:

46 CILCO The following tables present the impact of related party transactions on CILCO's Statement of Income and Balance Sheet based primarily on the various agreements discussed above:

NOTE 8 - Commitments and Contingencies Environmental Matters In June 2000, the EPA notified UE and numerous other companies that former landfills and lagoons in Sauget, Illinois, may contain soil and groundwater contamination. One of these sites is known as Sauget Area 1. In September 2000, the DOJ was granted leave by the United States District Court - Southern District of Illinois to add numerous additional parties, including UE, to a pre-existing lawsuit between the government and others relating to Sauget Area 1. The government seeks recovery of response costs under the CERCLA (Superfund) incurred in connection with the remediation of Sauget Area 1. In September 2003, UE and the DOJ agreed to the terms of a stipulation that calls for the dismissal of UE from the litigation. As a part of the stipulation, the government reserves the right to refile its claim in the event that evidence is discovered that UE contributed to the environmental conditions at issue. UE does not believe that it is responsible for the environmental contamination at Sauget Area 1. In October 2003, the EPA finalized regulations revising the NSR programs under the Clean Air Act, including the routine maintenance, repair and replacement exclusions to those programs. The regulations define categories of construction projects that are exempt from stringent permitting requirements and provide greater regulatory certainty as to when pollution control technologies must be installed at a facility. The regulations are controversial and a number of states, including Illinois where many of our generating facilities are located, and environmental groups have challenged the regulations. Unless a stay is issued, the regulations will become effective as of December 26, 2003. During the Clinton Administration, the EPA and the DOJ initiated enforcement actions against various utilities for alleged violations of the 47 NSR programs. None of the Ameren Companies have been named in those enforcement actions. It is uncertain whether additional enforcement actions will be filed following the effective date of the NSR regulations. In April 2002, the EPA proposed rules under the Clean Water Act that require that cooling water intake structures reflect the best technology available for minimizing adverse environmental impacts. These rules pertain to existing generating facilities that currently employ a cooling water intake structure whose flow exceeds 50 million gallons per day. Originally, final action on the proposed rules was expected by August 2003. Final action is now expected by February 2004. The proposed rule may require us to install additional intake screens or other protective measures, as well as extensive site specific study and monitoring requirements. There is also the possibility that the proposed rules may lead to the installation of cooling towers on some of our facilities. Our compliance costs associated with the final rules are unknown, but could be material. Asbestos-Related Litigation Ameren, UE, CIPS, Genco and CILCO have been named, along with numerous other parties, in a number of lawsuits which have been filed by certain plaintiffs claiming varying degrees of injury from asbestos exposure. Most have been filed in the Circuit Court of Madison County, Illinois. The number of total defendants named in each case is significant with as many as 110 parties named in a case to as few as six. However, the average number of parties is 60 in the cases that are currently pending. The claims filed against Ameren, UE, CIPS, Genco and CILCO allege injury from asbestos exposure during the plaintiffs' activities at our electric generating plants. In the case of CIPS, its former plants are now owned by Genco, and in the case of CILCO, most of its former plants are now owned by AERG. Each lawsuit seeks unspecified damages in excess of $50,000, which, if proved, typically would be shared among the named defendants. Since the filing of the Ameren Companies' Form 10-Qs for the quarterly period ended June 30, 2003, nine additional lawsuits have been filed against Ameren, UE and CIPS, mostly in the Circuit Court of Madison County, Illinois and two cases have been settled. The following table presents the status of the asbestos-related lawsuits that have been filed against the Ameren Companies as of October 31, 2003:

Ameren, UE, CIPS, Genco and CILCO believe that the final disposition of these proceedings will not have a material adverse effect on their financial position, results of operations or liquidity. NOTE 9 - Stockholders' Equity Paid-In Capital Ameren's paid-in capital increased by $325 million at September 30, 2003, as compared to December 31, 2002, as a result of the issuance of 6.325 million common shares in the first quarter of 2003 and common shares issued during the first nine months of 2003 related to its benefit plan and its dividend reinvestment and stock purchase plan. CILCORP's paid-in capital decreased by $30 million as a result of Ameren's acquisition of CILCORP in January 2003 in order to reflect Ameren's equity in CILCORP. See Note 2 - Acquisitions for further information. 48 Other Comprehensive Income Comprehensive income includes net income as reported on the Consolidated 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 months and nine months ended September 30, 2003 and 2002 is shown below for the Ameren Companies:

49 Outstanding Shares of Common Stock The following table reconciles the outstanding Ameren common stock shares for the three months and nine months ended September 30, 2003 and 2002:

NOTE 10 - Segment Information Ameren's principal business segment, Utility Operations, is comprised of UE, CIPS, Genco, CILCO and Ameren's 60% interest in EEI, along with several other utility entities. These businesses provide electric and gas service in portions of Missouri and Illinois. The Other reportable segment principally includes unallocated corporate expenses and certain other non-utility operations. The accounting policies of the segments are the same as those described in Note 1 - Summary of Significant Accounting Policies. Segment data includes intersegment revenues, as well as a charge for allocating costs of administrative support services to each of the operating companies, which, in each case, is eliminated upon consolidation. Ameren Services allocates administrative support services to each segment based on various factors, such as headcount, number of customers and total assets. The following table presents segment information for Ameren for the three and nine months ended September 30, 2003 and 2002:

50 As a result of the acquisition of CILCORP as discussed in Note 2 - Acquisitions, segment data for CILCORP is now being presented in the same manner as Ameren's. The following table presents segment information for CILCORP for the three and nine months ended September 30, 2003 and 2002:

The operations of UE, CIPS, Genco and CILCO are classified entirely as Utility Operations and, therefore, segment presentations for these companies are not applicable. 51 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. OVERVIEW Ameren is a public utility holding company registered with the SEC under the PUHCA and is headquartered in St. Louis, Missouri. Our principal businesses are involved in the generation, transmission and distribution of electricity, and the distribution of natural gas, to residential, commercial, industrial and wholesale users in the central United States. Ameren's principal subsidiaries are as follows: o UE, which operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas distribution business in Missouri and Illinois. o CIPS, which operates a rate-regulated electric and natural gas transmission and distribution business in Illinois. o CILCO, a subsidiary of CILCORP (a holding company), which operates a rate-regulated electric transmission and distribution business, a non rate-regulated electric generation business (AERG), and a rate-regulated natural gas distribution business in Illinois. Ameren completed its acquisition of CILCORP on January 31, 2003. See Note 2 - Acquisitions to our financial statements under Item 1 of Part 1 of this report for further information. o Resources Company, which consists of non rate-regulated operations. Subsidiaries include Genco, which operates a non rate-regulated electric generation business in Illinois and Missouri; Marketing Company, which markets power for periods primarily over one year; AFS, which procures fuel and manages the related risks for Ameren's affiliated companies; and Medina Valley, which indirectly owns a 40 megawatt, gas-fired electric generation plant. Ameren completed its acquisition of AES Medina Valley Cogen (No. 4) LLC on February 4, 2003. See Note 2 - Acquisitions to our financial statements under Item 1 of Part 1 of this report for further information. o Ameren Energy, which serves as a power marketing and risk management agent for Ameren and its subsidiaries for transactions of primarily less than one year. o EEI, which operates electric generation and transmission facilities in Illinois. Ameren has a 60% ownership interest in EEI through UE, which owns 40%, and Resources Company, which owns 20%. Ameren consolidates EEI for financial reporting purposes, while UE and Resources Company report EEI under the equity method. o Ameren Services, which provides a variety of shared support services to us. In October 2003, CILCO transferred its Duck Creek and E. D. Edwards coal-fired plants and its Sterling Avenue combustion turbine facilities representing in the aggregate approximately 1,100 megawatts of electric generating capacity to its wholly-owned subsidiary, AERG, in exchange for all of the outstanding stock of AERG and AERG's assumption of certain liabilities. The net book value of the transferred assets was approximately $378 million and no gain or loss was recognized as the transaction was accounted for as a transfer between entities under common control. Approximately 23% of CILCO's employees were transferred to AERG as a part of the transaction. When we refer to our, we or us, it indicates that the referenced information is common to all Ameren Companies. When we refer to financing or acquisition activities, we are defining Ameren as the parent holding company. When appropriate, our subsidiaries are specifically referenced in order to distinguish among their different business activities. The financial statements of Ameren, UE, CILCORP and CILCO are prepared on a consolidated basis and therefore include the accounts of their majority-owned subsidiaries. Results of CILCORP and CILCO reflected in Ameren's consolidated financial statements include the period from the acquisition date of January 31, 2003 through September 30, 2003. January 2003 and prior year data for CILCORP and CILCO is not included in Ameren's consolidated totals. See Note 2 - Acquisitions for further information. All significant intercompany transactions have been eliminated. All tabular dollar amounts are in millions, unless otherwise indicated. In order to be more consistent with industry reporting trends, our Statements of Income in this filing have been reclassified to present all income taxes as one line item. Previously, we reported a portion of our income taxes in Operating Expenses and a portion in Other Income and Deductions. This change results in our calculation of Operating Income now being on a pre-tax basis with no effect on net income. Additionally, our Balance Sheet presentations have been reformatted to change the order in which current and non-current items appear, with no effect on total assets, total liabilities or any sub-categories included on our Balance Sheet. 52 Our accounting policies conform to GAAP, and our financial statements, while unaudited, reflect all adjustments (which include normal, recurring adjustments) necessary, in our opinion, for a fair presentation of our interim results. Certain information and footnote disclosures normally included in annual audited financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. As the unaudited interim financial statements included herein do not include all of the information and footnote disclosures required by GAAP, they should be read in conjunction with the financial statements and the notes thereto included in the respective 2002 Annual Reports on Form 10-K of the Ameren Companies. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the 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 reporting periods. As a result, actual results could differ from those estimates. The results of operations for an interim period may not give a true indication of results for a full year. As permitted by rules of the SEC, Ameren did not "push down" the effects of purchase accounting to the financial statements of any of CILCORP's subsidiaries. Accordingly, CILCORP's post-acquisition financial statement amounts reflect a new basis of accounting, and separate financial statements are presented for pre-acquisition (predecessor) and post-acquisition (successor) periods, separated by a bold black line. CILCO's financial statements are presented on a historical basis of accounting for all periods presented. As a result of the acquisition of CILCORP on January 31, 2003, certain reclassifications have been made to CILCORP's and CILCO's prior year financial statements to conform to our current presentation. 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 impact the demand for our services. Our results are also affected by seasonal fluctuations caused by winter heating and summer cooling demand. With approximately 90% of Ameren's revenues directly subject to regulation by various state and federal agencies, decisions by regulators can have a material impact on the price we charge for our services. We principally utilize coal, nuclear fuel, natural gas and oil in our operations. The prices for these commodities can fluctuate significantly due to the world economic and political environment, weather, production levels and many other factors. We do not have fuel cost recovery mechanisms in Missouri or Illinois for our electric utility businesses, but we do have gas cost recovery mechanisms in each state for our gas utility businesses. In addition, our electric rates in Missouri and Illinois are largely set through 2006. Fluctuations in interest rates impact our cost of borrowings, and pension and post-retirement benefits. We employ various risk management strategies in order to try to reduce our exposure to commodity risks and other risks inherent in our business. The reliability of our power plants, and transmission and distribution systems, and the level of operating and administrative costs, and capital investment are key factors that we seek to control in order to optimize our results of operations, cash flows and financial position. Acquisitions On January 31, 2003, Ameren completed the acquisition of all of the outstanding common stock of CILCORP from AES. CILCORP is the parent company of Peoria, Illinois-based CILCO. With the acquisition, CILCO became an indirect Ameren subsidiary, but remains a separate utility company, operating as AmerenCILCO. On February 4, 2003, Ameren also completed the acquisition of Medina Valley, which indirectly owns a 40 megawatt, gas-fired electric generation plant. The results of operations for CILCORP and Medina Valley were included in Ameren's consolidated financial statements effective with the respective January and February 2003 acquisition dates. See Overview section above of Ameren's Management's Discussion and Analysis of Financial Condition and Results of Operations. Ameren acquired CILCORP to complement its existing Illinois gas and electric operations. The purchase included CILCO's rate-regulated electric and natural gas businesses in Illinois serving approximately 200,000 and 205,000 customers, respectively, of which approximately 150,000 are combination electric and gas customers. CILCO's service territory is contiguous to our service territory. CILCO also has a non rate-regulated electric and gas marketing business principally focused in the Chicago, Illinois region. Finally, the purchase included approximately 1,200 megawatts of largely coal-fired generating capacity, most of which became non rate-regulated on October 3, 2003 due to CILCO's transfer of 1,100 megawatts of generating capacity to AERG. See Note 1 - Summary of Significant Accounting Policies to our financial statements under Item 1 of Part 1 of this report for further information on the transfer to AERG. 53 The total acquisition cost was approximately $1.4 billion and included the assumption by Ameren of CILCORP and Medina Valley debt and preferred stock at closing of $895 million and consideration of $489 million in cash, net of cash acquired. The cash component of the purchase price came from Ameren's issuance in September 2002 of 8.05 million common shares and its issuance in early 2003 of an additional 6.325 million common shares, which together generated aggregate net proceeds of $575 million. RESULTS OF OPERATIONS Earnings Summary Ameren's net income increased $35 million to $275 million, or $1.70 per share, in the third quarter of 2003 from $240 million, or $1.64 per share ($1.63 per share diluted), in the third quarter of 2002. Net income in the third quarter of 2003 included an after-tax gain of $31 million or 19 cents per share related to the settlement of a dispute over mine reclamation issues with a coal supplier. This gain primarily represented a return of coal costs plus accrued interest previously paid to a coal supplier for future reclamation of a coal mine that principally supplied UE's Rush Island power plant. Excluding this after-tax gain, Ameren's third quarter 2003 net income increased $4 million to $244 million or $1.51 per share. The $4 million increase resulted principally from the acquisition of CILCORP, favorable interchange margins due to improved power prices in the energy markets and better low-cost generation available for sale, lower labor costs due to the voluntary retirement program implemented in early 2003 and lower maintenance expenses in our pre-CILCORP acquisition operations. These benefits to net income were partially offset by cooler summer weather, a rate reduction in UE's Missouri service territory that went into effect in April 2003, higher employee benefit costs, and increased shares outstanding. Ameren's net income increased $72 million to $486 million, or $3.02 per share for the nine months ended September 30, 2003 compared to the year-ago earnings of $414 million, or $2.88 per share ($2.87 per share diluted). In the first nine months of 2003, our net income included the after-tax gain from the settlement of the coal mine reclamation issues of $31 million or 19 cents per share mentioned above and a net cumulative effect gain of $18 million or 11 cents per share associated with the adoption of SFAS 143, "Accounting for Asset Retirement Obligations." The SFAS 143 net gain resulted principally from the elimination of non-legal obligation costs of removal for non rate-regulated assets from accumulated depreciation. The following table presents the net cumulative effect gain recorded at each of the Ameren Companies upon adoption of SFAS 143:

Excluding the gains on the adoption of SFAS 143 and the settlement of the coal mine reclamation dispute, Ameren's net income for the first nine months of 2003 was $437 million or $2.72 per share. In addition to the items discussed above, net income for the first nine months of 2003 benefited as compared to from net increase in Other Income and Deductions as a result of the expensing of economic development and energy assistance programs in the second quarter of 2002 related to the UE Missouri electric rate case settlement in 2002, partially offset by higher depreciation costs and lower sales of emission credits. The impact from the acquisition of CILCORP, Medina Valley and related financings resulted in a reduction to Ameren's earnings per share in the first nine months of 2003 of approximately 3 cents per share, but was accretive by approximately 2 cents per share in the third quarter of 2003. Ameren expects that the operations of CILCORP will be 54 accretive to earnings in the first full year following the acquisition date as Ameren realizes synergies associated with this acquisition following the integration of systems and operating practices in August and October of 2003. The amortization of non-cash purchase accounting fair value adjustments at CILCORP increased Ameren's and CILCORP's net income by $3 million in the third quarter and $7 million for the eight months ended September 30, 2003, as compared to the same prior year periods. The amortization of the fair value adjustments that increased net income were related primarily to pension and post-retirement liabilities, coal contract liabilities, severance liabilities and long-term debt. The amortization of fair value adjustments that decreased net income were related primarily to electric plant in service, purchased power and emission credits. The following table presents the impact on Ameren's net income of the amortization of these purchase accounting fair value adjustments during 2003:

As a holding company, Ameren's net income and cash flows are primarily generated by its principal subsidiaries, UE, CIPS, Genco and CILCORP. A discussion of the results of operations of these principal subsidiaries is included in this document. The following table presents the contribution by Ameren's principal subsidiaries to Ameren's consolidated net income for the three and nine months ended September 30, 2003 and 2002:

55 Electric Operations The following tables present the favorable (unfavorable) variations in electric margins, defined as electric revenues less fuel and purchased power, for the three and nine months ended September 30, 2003 from the comparable periods in 2002. We believe margin is a useful measure to analyze the change in profitability of our electric operations between periods. The variation for Ameren reflects the entire contribution from CILCORP as a separate line item. The variations in CILCORP and CILCO electric margins are for the three and nine months ended September 30, 2003 as compared to the same periods in 2002 when Ameren did not own these companies, and they did not contribute to Ameren's electric margins.

56 Ameren Ameren's electric margin increased $49 million for the three months and $140 million for the nine months ended September 30, 2003, compared to the same periods in 2002. Increases in electric margin were primarily attributable to the acquisition of CILCORP, organic sales growth, and increased interchange margins, partially offset by unfavorable weather conditions relative to 2002. CILCORP's electric margin for the three and eight months ended September 30, 2003 was $83 million and $181 million, respectively. Interchange margins increased (third quarter - $13 million; year-to-date - $73 million) due to improved power prices in the energy markets and better low-cost generation availability. Average realized power prices on interchange sales increased from approximately $25 per megawatt-hour in the first nine months of 2002 (third quarter - $27) to approximately $33 per megawatt-hour in the first nine months of 2003 (third quarter - $29). The unfavorable weather conditions were primarily due to cooler summer weather in the second and third quarters of 2003 versus slightly warmer than normal conditions in the same periods in 2002. Cooling degree days were approximately 17% less in the third quarter of 2003 in our service territory compared to the prior year period, but comparable to normal conditions. In Ameren's pre-CILCORP acquisition service territory, weather-sensitive residential and commercial electric kilowatt-hour sales both declined 7% in the third quarter of 2003 compared to the third quarter of 2002 (year-to-date - decreased 3% and 4%, respectively). However, colder winter weather benefited electric margins in the first quarter of 2003, reducing the net impact of weather in the first nine months of 2003 as compared to the same period in 2002. Annual rate reductions of $50 million and $30 million were effective April 1, 2002 and 2003, respectively, as a result of the 2002 UE electric rate case settlement in Missouri, and negatively impacted electric revenues in the first nine months of 2003. Revenues will be further reduced at UE by the 2002 UE settlement of the Missouri electric rate case, due to an additional $30 million of annual electric rate reduction effective April 1, 2004. The growth and other line item in the table above includes the sale of emission credits at UE. The sales of emission credits at UE increased $4 million in the third quarter of 2003, but decreased $4 million in the first nine months of 2003 compared to the same periods in 2002, respectively. In addition, industrial electric kilowatt-hour sales increased approximately 1% in both the third quarter and first nine months of 2003 in Ameren's pre-CILCORP acquisition service territory. EEI's revenues decreased in the first nine months of 2003 compared to the prior period due to lower emission credit sales and decreased sales to its principal customer, which also resulted in a decrease in fuel and purchased power. EEI's sales of emission credits were $10 million in the first nine months of 2003 (2002 - $38 million). Ameren's fuel and purchased power increased in the third quarter and first nine months of 2003 compared to the same prior year periods due to increased kilowatt-hour sales related primarily to the addition of CILCORP. Excluding CILCORP, fuel and purchased power decreased in the third quarter and first nine months of 2003 primarily due to greater availability of low-cost generation. During 2002, we adopted the provisions of EITF 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities," that required revenues and costs associated with certain energy contracts to be shown on a net basis in the Statement of Income. See also Note 1 - Summary of Significant Accounting Policies to our financial statements under Item 1 of Part I of this report for further information on the impact of netting these operating revenues and costs. UE UE's electric margin decreased $36 million for the three months and $42 million for the nine months ended September 30, 2003 compared to the same periods in 2002. Decreases in electric margin were primarily attributable to the unfavorable weather conditions as mentioned above and the rate reductions resulting from the 2002 Missouri electric rate case settlement. However, interchange margins increased (third quarter - $9 million; year-to-date - $48 million) due to improved power prices in the energy markets and better low-cost generation availability. Fuel and purchased power decreased $4 million in the third quarter and $15 million in the first nine months of 2003 due to greater availability of low-cost generation. 57 CIPS CIPS' electric margin decreased $12 million for the three months and $16 million for the nine months ended September 30, 2003 compared to the same periods in 2002. Decreases in electric margin were primarily attributable to unfavorable weather conditions as mentioned above and several customers switching from CIPS to Marketing Company. Commencing in 2002, all of CIPS', CILCO's and UE's Illinois residential, commercial and industrial customers had a choice in electric suppliers as provided by the Electric Service Customer Choice and Rate Relief Law of 1997. Several CIPS' commercial and industrial customers switched to Marketing Company for their energy supply resulting in a decline in CIPS' revenues included in the growth and other line item in the table above and a decrease in purchased power of approximately $25 million for the three months ended September 30, 2003 and $67 million for the nine months ended September 30, 2003. CIPS continues to provide electric delivery service to these customers and charges them ICC-approved delivery service tariff rates for that service. There was no other significant switching of customers among or outside of the Ameren Companies. Genco Genco's electric margin increased $8 million for the three months and $30 million for the nine months ended September 30, 2003, compared to the same periods in 2002. Increases in electric margin were primarily attributable to increased interchange margins. Interchange margins increased approximately $4 million in the third quarter and approximately $25 million in the first nine months of 2003 due to improved power prices in the energy markets. Fuel and purchased power increased $4 million in the first nine months of 2003 due to higher purchased power costs associated with higher energy prices and lower generation. These increased costs were partially offset by lower generation costs due to a 14% decline in megawatt-hour generation. The decline in generation was primarily attributable to the timing of outages at Genco's power plants during the first nine months of 2003. CILCORP CILCORP's electric margin decreased $14 million for the three months and $12 million for the nine months ended September 30, 2003 compared to the same periods in 2002. Decreases in electric margin were primarily attributable to unfavorable weather conditions, lower margin per megawatt-hour sold to non rate-regulated electric customers outside of CILCO's service territory and the transfer of one large CILCO customer to Marketing Company. In addition, fuel and purchased power increased due to the effect of positive purchase accounting fair value adjustments related to emission allowances, partially offset by negative adjustments to coal contracts. CILCO CILCO's electric margin decreased $14 million for the three months and $10 million for the nine months ended September 30, 2003 compared to the same periods in 2002. Decreases in electric margin were primarily attributable to unfavorable weather conditions, lower margin per megawatt-hour sold to non rate-regulated electric customers outside CILCO's service territory and the transfer of one large CILCO customer to Marketing Company. 58 Gas Operations The following table presents the favorable (unfavorable) variations in gas margins, defined as gas revenues less gas purchased for resale, for the three and nine months ended September 30, 2003 from the comparable period in 2002. We believe margin is a useful measure to analyze the change in profitability of gas operations between periods.

Ameren's gas margin increased in the third quarter and first nine months of 2003 primarily due to the acquisition of CILCORP (third quarter - $14 million; eight months ended September 30, 2003 - $49 million). UE's, CIPS', CILCORP's and CILCO's gas margins were comparable in the third quarter of 2003 to the same period in 2002, but increased in the first nine months of 2003, compared to the same period in 2002, primarily due to increased customer demand resulting from colder winter weather in the first quarter of 2003. Operating Expenses and Other Statement of Income Items The following tables present the favorable (unfavorable) variations in operating and other expenses for the three and nine months ended September 30, 2003 from the comparable period in 2002:

59 Other Operations and Maintenance Ameren Ameren's other operations and maintenance expenses increased in the third quarter and first nine months of 2003 compared to the same periods in 2002 primarily due to the addition of CILCORP (third quarter - $38 million; eight months ended September 30, 2003 - $95 million), CILCORP's transition costs related to the acquisition in January 2003, higher employee benefit costs and a net increase in injuries and damages reserves based on claims experience. These increases in other operations and maintenance expenses were partially offset by lower labor costs related to the voluntary employee retirement program implemented in early 2003 and lower plant maintenance costs primarily due to the number and timing of outages. UE UE's other operations and maintenance expenses decreased in the third quarter and first nine months of 2003 compared to the same periods in 2002 primarily due to the lower labor and plant maintenance costs as mentioned above, partially offset by the higher employee benefit costs and the net increase in injuries and damages reserves as mentioned above. CIPS CIPS' other operations and maintenance expenses increased in the third quarter and first nine months of 2003 to the same periods in 2002 primarily due to the net increase in injuries and damages reserves and higher employee benefit costs, partially offset by lower labor costs related to the voluntary employee retirement program implemented in early 2003. Genco Genco's other operations and maintenance expenses were comparable in the third quarter of 2003 to the same period in 2002. Genco's other operations and maintenance expenses decreased in the first nine months of 2003 compared to the same period in 2002 primarily due to a reduction in consulting costs at its coal-fired generation stations, a decrease in commitment fees for the use of UE's and CIPS' transmission lines, and a net decrease in injuries and damages reserves, partially offset by higher employee benefit costs. CILCORP CILCORP's other operations and maintenance expenses increased in the third quarter and first nine months of 2003 compared to the same period in 2002 primarily due to higher employee benefit, severance and other costs associated with the integration of operations as a result of the acquisition by Ameren on January 31, 2003. These increases were partially offset by the amortization of purchase accounting fair value adjustments for pension and severance costs. CILCO CILCO's other operations and maintenance expenses increased in the third quarter and first nine months of 2003 compared to the same period in 2002 primarily due to higher employee benefit, severance and other costs associated with the integration of operations as a result of the acquisition on January 31, 2003. Coal Contract Settlement Ameren and UE recorded a coal contract settlement gain of $51 million in the third quarter of 2003. This gain primarily represented a return of coal costs plus accrued interest accumulated by a coal supplier for reclamation of a coal mine that principally supplied UE's power plant. This mine reclamation is now substantially complete. In August 2003, UE entered into a settlement agreement with the coal supplier to return the accumulated reclamation funds, which will be paid to UE ratably through December 2004. 60 Depreciation and Amortization Depreciation and amortization expenses increased at Ameren and Genco in the third quarter and first nine months of 2003 as compared to the same periods in 2002. The increase at Ameren and Genco was primarily due to the completion of four combustion turbine generating units at Genco in the third and fourth quarters of 2002. In addition, Ameren's depreciation and amortization expenses increased due to the inclusion of CILCORP operations in 2003 (third quarter - $18 million; eight months ended September 30, 2003 - $54 million). Depreciation and amortization expenses increased at UE in the third quarter and first nine months of 2003 to the same periods in 2002 primarily due to capital additions in 2002, partially offset by a reduction in depreciation rates. The decrease in depreciation rates was based on the updated analysis of asset values, service lives and accumulated depreciation levels that were required by UE's 2002 Missouri electric rate case settlement. Depreciation and amortization expenses increased at CILCORP in the first nine months of 2003 as compared to the same period in 2002 primarily due to the effect of purchase accounting fair value adjustments that increased the fair value of the Duck Creek and E.D. Edwards power plants and Sterling Avenue peaking station. The increase in fair value is being depreciated over the estimated remaining lives of the power plants. Depreciation and amortization expenses at CIPS and CILCO were comparable in the third quarter and first nine months of 2003 to the same periods in 2002. Taxes Other Than Income Taxes At Ameren, taxes other than income taxes increased in the third quarter and first nine months of 2003 as compared to the same periods in 2002 primarily due to the acquisition of CILCORP (third quarter - $9 million; eight months ended September 30, 2003 - $26 million). At UE, taxes other than income taxes decreased in the third quarter and first nine months of 2003 as compared to the same periods in 2002 due to a decrease in gross receipts taxes related to lower native sales resulting from milder weather. At CIPS, taxes other than income taxes was comparable in the third quarter of 2003 to the same period in 2002, but increased in the first nine months of 2003 as compared to the same period in 2002 due to tax refunds that lowered expense in 2002. At Genco, taxes other than income taxes increased in the third quarter and first nine months of 2003 as compared to the same periods in 2002 primarily due to adjustments related to property tax assessments and increased property taxes associated with the four combustion turbine generating units added in the third and fourth quarters of 2002. CILCORP's and CILCO's taxes other than income taxes were comparable in the third quarter and first nine months of 2003 to the same periods in 2002. Other Income and Deductions Other income and deductions increased at Ameren and UE in the first nine months of 2003 as compared to the same period in 2002 primarily due to the expensing of economic development and energy assistance programs required in the UE Missouri electric rate case settlement in 2002 ($26 million). Ameren's other income and deductions also increased in 2003 due to an increase in the minority interest related to EEI's higher earnings in 2002. The increase in UE's other income and deductions was partially offset by a net decrease in earnings from UE's ownership interest in EEI and decreased gains on derivative contracts. CIPS other income and deductions decreased in the third quarter and the first nine months of 2003 compared to the same periods in 2002, primarily due to a decline in intercompany interest CIPS received on the Genco subordinated promissory note due to a lower outstanding principal balance. In addition, CIPS' other income and deductions decreased in the first nine months of 2003 compared to the same period in 2002, due to a decrease in contributions in aid of construction. 61 Genco, CILCORP and CILCO's other income and deductions were comparable in the third quarter and first nine months of 2003 to the same periods in 2002. Interest Interest expense increased at Ameren in the third quarter and first nine months of 2003, compared to the same periods in 2002 primarily due to the assumption of CILCORP debt (third quarter - $15 million; eight months ended September 30, 2003 - $35 million). In addition, interest expense was higher in 2003 due to Genco's issuance of $275 million of 7.95% notes in June 2002 and the interest expense component associated with the $345 million of adjustable conversion rate equity security units issued by Ameren in March 2002, partially offset by lower interest rates at UE. Interest expense decreased at UE in the third quarter and first nine months of 2003 compared to the same period in 2002 primarily due to lower interest rates on new issuances of first mortgage bonds as compared to those redeemed. Interest expense decreased at CIPS in the third quarter and in the first nine months of 2003 compared to the same periods in 2002 primarily due to the redemption of first mortgage bonds in the third quarter of 2002 and in the second quarter of 2003. Interest expense increased at Genco in the third quarter of 2003 as compared to the same period in 2002 primarily due to increased borrowings from Ameren's non-state regulated subsidiary money pool, partially offset by a reduction in the principal amounts outstanding on subordinated intercompany promissory notes to CIPS and Ameren in May 2003. In addition, Genco's interest expense increased in the first nine months of 2003 compared to the same period in 2002 primarily due to the issuance of $275 million of 7.95% Senior Notes in June 2002. Interest expense decreased at CILCORP and CILCO in the third quarter and first nine months of 2003 as compared to the same periods in 2002. The decrease was primarily due to the redemption of long-term debt, partially offset by expense associated with debt redemption. In addition, interest expense decreased due to the effect of purchase accounting fair value adjustments made at CILCORP based on market rates. The increase in the fair value of long-term debt in purchase accounting is being amortized as a reduction in interest expense over the remaining life of the debt. Income Taxes Income tax expense increased at Ameren, UE and Genco in the third quarter and first nine months of 2003 compared to the same periods in 2002 primarily due to higher pre-tax income. Income tax expense decreased at CIPS primarily due to lower pre-tax income and an Illinois tax settlement in the third quarter of 2003, which benefited income taxes by $7 million. Income tax expense decreased at CILCORP and CILCO in the third quarter and first nine months of 2003 compared to the same periods in 2002 primarily due to lower pre-tax income. LIQUIDITY AND CAPITAL RESOURCES The following tables present net cash provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2003 and 2002:

Operating Cash flows provided by operating activities increased for Ameren, CIPS and CILCO and decreased for UE, Genco and CILCORP for the nine months ended September 30, 2003 as compared to the same period in 2002. Cash flows provided by operating activities increased for Ameren for the nine months ended September 30, 2003 compared to the same period in 2002 primarily as a result of increased net earnings discussed above. Cash flows provided by operating activities were reduced by two non-cash components of net earnings associated with the gain related to the adoption of SFAS 143 and the $51 million pre-tax gain related to the settlement of the coal mine reclamation issues, of which only $6 million was received in cash during the third quarter of 2003. Cash flows from operating activities in the first nine months of 2003 for Ameren also benefited as compared to the same period in 2002 from changes in working capital requirements and other non-cash accruals. Accounts receivable were lower in the current year period due to milder weather late in the third quarter of 2003 as compared to 2002. In addition, cash earnings were favorably impacted in the first nine months of 2003 by higher non-cash employee benefit accruals and the time of accounts payable as compared to 2002. Partially offsetting these benefits to cash flows from operating activities were increased materials and supplies inventories resulting from increased natural gas volumes being put into storage during the summer injection period, principally due to the acquisition of CILCORP, and higher gas prices. Taxes also reduced cash flows from operating activities in the first nine months of 2003 compared to the same period in 2002 primarily due to the timing of payments. In addition to the items listed above, cash flows from operating activities increased for CIPS and CILCO primarily due to reductions in working capital requirements. Cash provided by operating activities decreased for UE, Genco and CILCORP in the first nine months of 2003 primarily due to increased working capital requirements and timing differences. UE's decrease in cash flows from operating activities was attributable to lower electric margins, increased tax payments and gas inventory increases, partially offset by lower operations and maintenance expenses. Pension Funding A minimum pension liability was recorded at December 31, 2002 which resulted in a charge to Accumulated OCI and a reduction in stockholders' equity. The minimum pension liability has not changed as of September 30, 2003. The following table presents the minimum pension liability amounts, after taxes, as of September 30, 2003:

We made voluntary cash contributions totaling $25 million to our defined benefit retirement plan during the third quarter and for the first nine months of 2003. Based on the performance of plan assets through September 30, 2003, we expect to be required under ERISA to fund an average of approximately $150 million to $175 million annually in 2005, 2006 and 2007 in order to maintain minimum funding levels for our pension plan. We expect UE's, CIPS', Genco's and CILCO's portion of these funding requirements to be approximately 50%, 9%, 7%, and 12%, respectively. These amounts are estimates and may change based on actual stock market performance, changes in interest rates, and any changes in government regulations. 63 Investing Cash flows used in investing activities increased for Ameren and UE and decreased for Genco, CILCORP and CILCO for the nine months ended September 30, 2003, as compared to the first nine months of 2002. Cash provided by investing activities increased for CIPS over that same period. The increase in cash used in investing activities for Ameren over the prior year period was primarily related to $489 million in cash paid for the acquisitions of CILCORP and Medina Valley in early 2003 along with CILCORP construction expenditures of $52 million incurred in 2003 with no such expenditures in the pre-acquisition period of 2002, partially offset by lower construction expenditures at companies other than CILCORP and lower nuclear fuel expenditures in 2003. The increase for UE over the prior year period was primarily related to the 2002 receipt of $84 million UE had invested in the utility money pool, partially offset by lower construction and nuclear fuel expenditures in 2003. The decrease in cash flows used in investing activities from the prior year period for Genco was primarily related to lower construction expenditures as Genco completed construction in 2002 of combustion turbine generating units. In addition, Genco paid approximately $140 million in the first quarter of 2002 to Development Company for a combustion turbine generating unit purchased, but not yet paid for, at December 31, 2001. The decrease for CILCORP and CILCO for the nine months of 2003 compared to the same period in 2002 was primarily due to lower construction expenditures related to the completed installation of pollution-control equipment. The increase in cash provided by investing activities for CIPS was primarily due to principal payments received on its intercompany note receivable from Genco. The following table presents expected capital expenditures for the entire year in 2003:

We continually review our generation portfolio and expected power needs and, as a result, we could modify our plan for generation capacity, which could include the timing of when certain assets will be added to or removed from our portfolio, the type of generation asset technology that will be employed, or whether capacity 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. Financing Cash flows used in financing activities increased for Ameren, CIPS, Genco, CILCORP and CILCO for the nine months ended September 30, 2003, as compared to the first nine months of 2002 and decreased for UE over that same period. Ameren's principal financing activities for the first nine months of 2003 included the redemption of short-term and long-term debt, as well as payment of dividends, partially offset by the issuance of long-term debt and common stock. In addition, cash flows provided by financing activities for the first nine months of 2002 included Ameren's issuances of adjustable conversion rate equity security units. The increase in cash flows used in financing activities for CIPS for the nine months ended 2003 compared to the same period in 2002 was due primarily to the redemption of long-term debt, partially offset by borrowings made from the money pool by CIPS in 2003. Genco's decrease in cash flows from financing activities was due primarily to the issuance of $275 million in long-term debt in 2002 with no financings in 2003 and an increase in common dividend payments, offset by redemptions of short-term borrowings from Ameren's non-state regulated subsidiary money pool. CILCORP and CILCO's decrease in cash flows from financing activities for the first nine months of 2003, compared to the same period in 2002, were primarily due to the issuance of $100 million in long-term debt in 2002 with no financings in 2003, increased redemptions of long-term debt in 2003 and an increase in common dividend payments, partially offset by borrowings from the money pool in 2003. Ameren and UE are authorized by the SEC under PUHCA to have up to an aggregate of $1.5 billion and $1 billion, respectively, of short-term unsecured debt instruments outstanding at any time. In addition, CIPS, AERG, CILCORP and CILCO have PUHCA authority to have up to an aggregate of $250 million each of short-term unsecured debt instruments outstanding at any time. Genco is authorized by the FERC to have up to $300 million of short-term debt outstanding at any time. 64 Short-Term Debt and Liquidity Short-term debt typically consists of commercial paper borrowings (maturities generally within 1 to 45 days). The following table presents the Ameren Companies' and EEI's committed credit facilities at September 30, 2003:

At September 30, 2003, committed credit facilities of $832 million were available for use by UE, CIPS, CILCO and Ameren Services through our utility money pool arrangement. In addition, $600 million of this amount may be used by Ameren directly and most of our non rate-regulated affiliates including, but not limited to, Resources Company, Genco, Marketing Company, AFS, AERG and Ameren Energy through our non-state regulated subsidiary money pool arrangement. In September 2003, CILCO received final regulatory approval to participate in the utility money pool arrangement. CILCORP receives funds through direct loans from Ameren since it is not part of the non-state regulated money pool agreement. These committed credit facilities are used to support our commercial paper programs under which there were no amounts outstanding at September 30, 2003. Access to our credit facilities for all Ameren Companies is subject to reduction based on use by affiliates. In October 2003, AERG received final regulatory approval to participate in our non-state regulated subsidiary money pool arrangement and as a lender only in our utility money pool. UE had average short-term borrowings of $53 million and $23 million for the three and nine months ended September 30, 2003, respectively. Peak short-term borrowings for UE were $228 million for both the three and nine months ended September 30, 2003. UE was the only registrant with short-term borrowings during these periods. We rely on access to short-term and long-term capital markets as a significant source of funding for capital requirements not satisfied by our operating cash flows. Our inability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, could negatively impact our ability to maintain or grow our businesses. Based on our current credit ratings, 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 such that our cost of capital would increase or our ability to access the capital markets would be adversely affected. Financial Agreement Provisions and Covenants Our financial agreements include customary default or cross default provisions that could impact the continued availability of credit or result in the acceleration of repayment. The majority of our committed credit facilities require the borrower to represent in connection with any borrowing under the facility that no material adverse change has occurred since certain dates. Our financing arrangements do not contain credit rating triggers, except for a $100 million funded bank 65 term loan at CILCO. At September 30, 2003, the Ameren Companies were in compliance with all material financial agreement provisions and covenants. Debt Issuances and Redemptions The following table presents our issuances, redemptions and maturities of long-term debt for the nine months ended September 30, 2003 and 2002. For additional information related to the terms and uses of these issuances and the sources of funds and terms for redemptions, see Note 4 - Debt and Equity Financings to our financial statements under Item 1 of Part I of this report.

In October 2003, UE issued, pursuant to its September 2003 shelf registration statement, $200 million of 4.65% Senior Secured Notes due October 1, 2013. UE received net proceeds, after fees, of $198 million, which were used to repay outstanding short-term debt. Dividends Ameren's Board of Directors does not set specific targets or payout parameters when declaring common stock dividends. However, the Board considers various issues including Ameren's historic earnings and cash flow, projected earnings, cash flow and potential cash flow requirements, dividend payout rates at other utilities, return on investments with similar risk characteristics, and overall business considerations. Dividends paid by Ameren to shareholders during the first nine months of 2003 were $308 million (2002 - $279 million) or $1.905 per share (2002 - $1.905). On October 10, 2003, Ameren's Board of Directors declared a quarterly common stock dividend of 63.5 cents per share payable on December 31, 2003 to shareholders of record on December 10, 2003. Certain of our financial agreements and corporate governance documents contain covenants and conditions that, among other things, provide restrictions on the Ameren Companies' payment of dividends. The Ameren parent company has restrictions on dividend payments if it were to defer contract adjustment payments on its equity security units. UE has restrictions on dividend payments if it were to extend interest payment periods on its subordinated debentures. CIPS has provisions restricting dividend payments based on ratios of common stock to total capitalization along with provisions related to certain operating expenses and accumulations of earned surplus. Genco's indenture includes restrictions which prohibit making any dividend payments if debt service coverage ratios are below a defined threshold. CILCORP has restrictions in the event leverage ratio and interest coverage ratio thresholds are not met, if CILCORP's senior long-term debt does not have specified ratings as described in its indenture. CILCO has restrictions on dividend payments relative to the ratio of its balance of retained earnings to the annual dividend requirement on its preferred stock and amounts to be set aside for any sinking fund retirement of Class A Preferred Stock. In addition, CILCO's dividends cannot exceed $45 million during any given annual period. 67 The following table presents dividends paid directly or indirectly to Ameren by its subsidiaries for the nine months ended September 30, 2003 and 2002:

Off-Balance Sheet Arrangements At September 30, 2003, neither Ameren, nor any of its subsidiaries, had any off-balance sheet financing arrangements, other than operating leases entered into in the ordinary course of business. OUTLOOK We expect the following industry-wide trends and company-specific issues to impact earnings in 2004 and beyond: o Economic conditions, which principally impact native load demand, particularly from our industrial customers, have been weak for the past few years, but have recently had some improvement with a 1% increase in industrial sales for the first nine months of 2003. o We have historically achieved weather-adjusted growth in our native electric residential and commercial load of approximately 2% per year and expect this trend to continue. o Electric rates in UE's, CIPS' and CILCO's Illinois service territories are legislatively fixed through January 1, 2007 and an electric rate case settlement in UE's Missouri service territory has resulted in reductions of $50 million on April 1, 2002, and $30 million on April 1, 2003 with an additional $30 million reduction required for April 1, 2004. In addition, electric rates in Missouri cannot change prior to July 1, 2006, subject to certain exclusions outlined in UE's rate settlement. o Power prices in the Midwest impact the amount of revenues UE, Genco and AERG can generate by marketing any excess power into the interchange markets. Power prices in the Midwest also impact the cost of our CILCO power CILCO purchases in the interchange markets. Long-term power prices continue to be generally soft in the Midwest, despite the fact that power prices in 2003 strengthened significantly relative to 2002 due in part to higher prices for natural gas. o Increased expenses associated with rising employee benefit costs and higher insurance and security costs associated with additional measures UE has taken, or may have to take, at its Callaway nuclear plant and other operating plants related to world events. o UE's Callaway nuclear plant will have a refueling outage in the spring of 2004, which is expected to last 40-45 days, and will increase maintenance and purchased power costs, and reduce the amount of excess power available for sale. Refueling outages occur approximately every 18 months and have historically reduced net earnings at Ameren and UE by $15 to $20 million. UE's 2005 refueling outage is expected to last 70 days due to the installation of new steam generator units during the refueling. o UE is pursuing an annual gas rate increase of $27 million in Missouri. In October 2003, the MoPSC staff recommended an annual gas rate increase of approximately $11 million. Settlement discussions are ongoing with hearings scheduled for January 2004 and a decision expected by April 2004. In October 2003, the ICC issued orders awarding CILCO an increase in annual gas rates of $9 million and awarding CIPS and UE increases in annual gas rates of $7 million and $2 million, respectively. See Note 3 - Rate and Regulatory Matters to our financial statements under Item 1 of Part I of this report for additional information. o Upon entering the Midwest ISO, UE expects to receive a refund of $13 million and CIPS expects to receive a refund of $5 million for fees paid originally to exit the Midwest ISO; however, Ameren, UE and CIPS will incur higher ongoing operation costs. See Note 3 - Rate and Regulatory Matters to our financial statements under Item 1 of Part I of this report for additional information. 68 o Integration of the CILCORP acquisition continues and Ameren, CILCORP and CILCO expect to realize synergies associated with reduced overhead expenses and lower fuel costs. During the second and third quarters of 2003, we entered into new four-year labor agreements with the IBEW and the IUOE representing eleven bargaining units covering approximately 70% of Ameren's entire workforce (UE - six units covering 65%; CIPS - one unit covering 70%; Genco - two units covering 70%). The new agreements include no wage increase for year one of the agreements, 3.5% increases for both years two and three, and increases of 3.25% for year four. In addition, the agreements include a pension supplement, more flexible work rules and a change to employee medical benefits resulting in employees paying a greater portion of future benefit cost increases. At December 31, 2002, we recorded a minimum pension liability of $102 million, after taxes, which resulted in a charge to Accumulated OCI and a reduction in stockholders' equity. UE, CIPS and Genco's portion of the minimum pension liability was $62 million, $13 million and $6 million, after-tax, respectively. CILCORP and CILCO have recorded a minimum pension liability of $61 million and $30 million, respectively. Based on changes in interest rates, we expect to change our actuarial assumptions for our pension plan at December 31, 2003, which could result in a requirement to record an additional minimum pension liability. In the ordinary course of business, we evaluate strategies to enhance our financial position, results of operations and liquidity. These strategies may include potential acquisitions, divestitures, and opportunities to reduce costs or increase revenues, and other strategic initiatives in order to increase Ameren's shareholder value. We are unable to predict which, if any, of these initiatives will be executed, as well as the impact these initiatives may have on our future financial position, results of operations or liquidity, however the impact could be material. REGULATORY MATTERS See Note 3 - Rate and Regulatory Matters to our financial statements under Item 1 of Part I of this report for information. ACCOUNTING MATTERS Critical Accounting Policies Preparation of the financial statements and related disclosures in compliance with GAAP requires the application of appropriate technical accounting rules and guidance, as well as the use of estimates. Our application of these policies involves judgments regarding many factors, which, in and of themselves, could materially impact the financial statements and disclosures. Refer to Management's Discussion and Analysis of Financial Condition and Results of Operations that is incorporated by reference from Ameren's 2002 Annual Report to Shareholders into Ameren's Annual Report on Form 10-K for the period ended December 31, 2002 and that is contained in the other Ameren Companies' 2002 Annual Reports on Form 10-K for a discussion of the critical accounting policies that we believe are most difficult, subjective or complex. In the discussion below, we have outlined an additional accounting policy that has developed due to our acquisition of CILCORP. A future change in the assumptions or judgments applied in determining the following matter, among others, could have a material impact on future financial results. 69

Basis for Judgment ------------------ We determine whether the residual value has been "permanently impaired" based on an internal review as well as a periodic third party review of the residual value. Impact of Future Accounting Pronouncements See Note 1 - Summary of Significant Accounting Policies to our financial statements under Item 1 of Part I of this report for information. 70 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk. Market risk represents the risk of changes in value of a physical asset or a financial instrument, derivative or non-derivative, caused by fluctuations in market variables such as interest rates. 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 non-financial or non-quantifiable. Such risks principally include business, legal and operational risks and are not represented in the following discussion. Our risk management objective is to optimize our physical generating assets within prudent risk parameters. Our risk management policies are set by a Risk Management Steering Committee, which is comprised of senior-level Ameren officers. Interest Rate Risk We are exposed to market risk through changes in interest rates associated with: o long-term and short-term variable-rate debt; o fixed-rate debt; o commercial paper; o auction-rate long-term debt; and o auction-rate preferred stock. We manage our interest rate exposure by controlling the amount of these instruments we hold within our total capitalization portfolio and by monitoring the effects of market changes in interest rates. The following table presents the estimated increase (decrease) in our annual interest expense and net income if interest rates were to change by 1% on debt outstanding at September 30, 2003:

The model does not consider the effects of the reduced level of potential overall economic activity that would exist in such an environment. In the event of a significant change in interest rates, management would likely take actions 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, the sensitivity analysis assumes no change in our financial structure. 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. On all other transactions, we are exposed to credit risk in the event of nonperformance by the counterparties in the transaction. Our physical and financial instruments are subject to credit risk consisting of trade accounts receivables 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 comprising our customer base. No non-affiliated customer represents greater 71 than 10%, in the aggregate or per specific company, of our accounts receivable. Our revenues are primarily derived from sales of electricity and natural gas to customers in Missouri and Illinois. UE and Genco have credit exposure associated with accounts receivables from non-affiliated companies for interchange sales. At September 30, 2003, UE's and Genco's combined credit exposure to non-investment grade counterparties related to interchange sales was $4 million, net of collateral. We establish credit limits for these counterparties and monitor the appropriateness of these limits on an ongoing basis through a credit risk management program which involves daily exposure reporting to senior management, master trading and netting agreements, and credit support management such as letters of credit and parental guarantees. We also analyze each counterparty's financial condition prior to entering into sales, forwards, swaps, futures or option contracts and monitor counterparty exposure associated with our leveraged leases. As of September 30, 2003, we had approximately $166 million invested in leveraged leases, primarily at CILCORP. Equity Price Risk Our costs of providing non-contributory defined benefit retirement and post-retirement benefit plans are dependent upon a number of factors, such as the rates of return on plan assets, discount rate, the rate of increase in health care costs and contributions made to the plans. The market value of our plan assets has been affected by declines in the equity market since 2000 for the pension and post-retirement plans. As a result, at December 31, 2002, we recognized an additional minimum pension liability as prescribed by SFAS No. 87, "Employers' Accounting for Pensions." The minimum pension liability was recorded at December 31, 2002 which resulted in a charge to Accumulated OCI and a reduction in stockholders' equity. The minimum pension liability has not changed as of September 30, 2003. The following table presents the minimum pension liability amounts, after taxes, as of September 30, 2003:

The amount of the liability was the result of asset returns experienced through 2002, interest rates and our contributions to the plans during 2002. In future years, the liability recorded, the costs reflected in net income, or OCI, or cash contributions to the plans could increase materially without a recovery in equity markets in excess of our assumed return on plan assets of 8.5%. If the fair value of the plan assets were to grow and exceed the accumulated benefit obligations in the future, then the recorded liability would be reduced and a corresponding amount of equity would be restored in the Consolidated Balance Sheet. UE also maintains trust funds, as required by the Nuclear Regulatory Commission and Missouri and Illinois state laws, to fund certain costs of nuclear decommissioning. By maintaining a portfolio that includes long-term equity investments, UE seeks to maximize the returns to be utilized to fund nuclear decommissioning costs. However, the equity securities included in the portfolio are exposed to price fluctuations in equity markets and the fixed-rate, fixed-income securities are exposed to changes in interest rates. UE actively monitors the portfolio by benchmarking the performance of our investments against certain indices and by maintaining, and periodically reviewing, established target allocation percentages of the assets of the trusts to various investment options. UE's exposure to equity price market risk is, in large part, mitigated, due to the fact that it is currently allowed to recover decommissioning costs in its rates. 72 Fair Value of Contracts We utilize derivatives principally to manage the risk of changes in market prices for natural gas, fuel, electricity and emission credits. Price fluctuations in natural gas, fuel and electricity cause: o an unrealized appreciation or depreciation of our firm commitments to purchase or sell when purchase or sales prices under the firm commitment are compared with current commodity prices; o market values of fuel and natural gas inventories or purchased power to differ from the cost of those commodities in inventory under firm commitment; and o actual cash outlays for the purchase of these commodities to differ from anticipated cash outlays. The derivatives that we use to hedge these risks are dictated by risk management policies and include forward contracts, futures contracts, options and swaps. We continually assess our supply and delivery commitment positions against forward market prices and internally forecast forward prices and modify our exposure to market, credit and operational risk by entering into various offsetting transactions. In general, we believe these transactions serve to reduce our price risk. See Note 6 - Derivative Financial Instruments to our financial statements under Item 1 of Part I of this report for further information. The following tables present the favorable (unfavorable) changes in the fair value of all contracts marked-to-market during the three and nine months ended September 30, 2003:

73 The following table presents maturities of contracts as of September 30, 2003:

(a) Contracts of less than $1 million were with non-investment-grade rated counterparties. (b) Principally power forward values based on NYMEX prices for over-the-counter contracts and natural gas swap values based primarily on Inside FERC. (c) Principally coal and sulfur dioxide option values based on a Black-Scholes model that includes information from external sources and our estimates. Also includes power forward values based on our estimates. 74 ITEM 4. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures As of September 30, 2003, the principal executive officer and principal financial officer of each registrant have evaluated 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 that evaluation, the principal executive officer and principal financial officer of each such registrant have concluded that such disclosure controls and procedures are effective in timely alerting them to any material information relating to such registrant, which is required to be included in such registrant's reports filed or submitted with the SEC under the Exchange Act. (b) Change in Internal Controls There has been no significant change in the registrants' internal control over financial reporting that occurred during their most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, their internal control over financial reporting. FORWARD-LOOKING STATEMENTS Statements made in this report which are not based on historical facts are "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 elsewhere in this report and in subsequent securities filings and others, could cause actual results to differ materially from management expectations as suggested by such "forward-looking" statements: o the effects of the stipulation and agreement relating to the UE Missouri electric excess earnings complaint case and other regulatory actions, including changes in regulatory policy; o changes in laws and other governmental actions, including monetary and fiscal policies; o the impact on us of current regulations related to the opportunity for customers to choose alternative energy suppliers in Illinois; o 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; o the effects of participation in a FERC-approved RTO, including activities associated with the Midwest ISO; o the availability of fuel for the production of electricity, such as coal and natural gas, and purchased power and natural gas for distribution, and the level and volatility of future market prices for such commodities, including the ability to recover any increased costs; o the use of financial and derivative instruments; o average rates for electricity in the Midwest; o business and economic conditions; o the impact of the adoption of new accounting standards on the application of appropriate technical accounting rules and guidance; o interest rates and the availability of capital; o actions of rating agencies and the effects of such actions; o weather conditions; o generation plant construction, installation and performance; o operation of nuclear power facilities and decommissioning costs; o the effects of strategic initiatives, including acquisitions and divestitures; o the impact of current environmental regulations on utilities and generating companies and the expectation that more stringent requirements will be introduced over time, which could potentially have a negative financial effect; o future wages and employee benefit costs, including changes in returns on benefit plan assets; 75 o disruptions of the capital markets or other events making our access to necessary capital more difficult or costly; o competition from other generating facilities, including new facilities that may be developed; o difficulties in integrating CILCO with Ameren's other businesses; o changes in the coal markets, environmental laws or regulations or other factors adversely impacting synergy assumptions in connection with the CILCORP acquisition; o cost and availability of transmission capacity for the energy generated by our generating facilities or required to satisfy energy sales made by Ameren; and o legal and administrative proceedings. 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 publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 76 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. Reference is made to Item 1. Legal Proceedings in Part II of Genco's Form 10-Q for the quarterly period ended June 30, 2003 for a discussion of a complaint filed in July 2003 by Genco and its parent company, Development Company, in the Circuit Court of Cook County, Illinois against the Village of Bartlett, Illinois, the Village Trustees, and Realen Homes, L.P. seeking a declaratory judgment and/or writ of certiorari to invalidate certain annexation and rezoning decisions by the Village which could impact Genco's combustion turbine generating units located in Elgin, Illinois. On August 28, 2003, both the Village of Bartlett and Realen Homes, L.P. filed motions to dismiss various counts of the complaint. On October 15, 2003, Genco and Development Company filed an amended complaint. On November 7, 2003, both the Village of Bartlett and Realen Homes, L.P. filed motions to dismiss the amended complaint. In a related matter, on October 28, 2003, Genco filed a rulemaking proceeding before the Illinois Pollution Control Board seeking site specific noise limitations for its combustion turbine generating units in Elgin, Illinois. The new limitations, if adopted by the Illinois Pollution Control Board, would allow Genco to meet Illinois noise requirements in a newly proposed residential area. Note 3 - Rate and Regulatory Matters and Note 8 - Commitments and Contingencies to our financial statements under Item 1 of Part I of this report contain additional information on legal and administrative proceedings which are incorporated by reference under this item. ITEM 6. Exhibits and Reports on Form 8-K. (a) (i) Exhibits filed herewith. 10.1 - Contribution Agreement between CILCO and AERG. 10.2 - Power Supply Agreement between AERG and CILCO. 10.3 - Second Amended Ameren Corporation System Utility Money Pool Agreement. 10.4 - Ameren Corporation System Non-State Regulated Subsidiary Money Pool Agreement. 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). 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). 31.3 - Rule 13a -14(a)/15d-14(a) Certification of Principal Executive Officer of UE (required by Section 302 of the Sarbanes-Oxley Act of 2002). 31.4 - Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of UE (required by Section 302 of the Sarbanes-Oxley Act of 2002). 31.5 - Rule 13a -14(a)/15d-14(a) Certification of Principal Executive Officer of CIPS (required by Section 302 of the Sarbanes-Oxley Act of 2002). 31.6 - Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of CIPS (required by Section 302 of the Sarbanes-Oxley Act of 2002). 31.7 - Rule 13a -14(a)/15d-14(a) Certification of Principal Executive Officer of Genco (required by Section 302 of the Sarbanes-Oxley Act of 2002). 31.8 - Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Genco (required by Section 302 of the Sarbanes-Oxley Act of 2002). 77 31.9 - Rule 13a -14(a)/15d-14(a) Certification of Principal Executive Officer of CILCORP (required by Section 302 of the Sarbanes-Oxley Act of 2002). 31.10- Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of CILCORP (required by Section 302 of the Sarbanes-Oxley Act of 2002). 31.11- Rule 13a -14(a)/15d-14(a) Certification of Principal Executive Officer of CILCO (required by Section 302 of the Sarbanes-Oxley Act of 2002). 31.12- Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of CILCO (required by Section 302 of the Sarbanes-Oxley Act of 2002). 32.1 - Section 1350 Certification of Principal Executive Officer of Ameren Corporation (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.2 - Section 1350 Certification of Principal Financial Officer of Ameren Corporation (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.3 - Section 1350 Certification of Principal Executive Officer of UE (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.4 - Section 1350 Certification of Principal Financial Officer of UE (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.5 - Section 1350 Certification of Principal Executive Officer of CIPS (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.6 - Section 1350 Certification of Principal Financial Officer of CIPS (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.7 - Section 1350 Certification of Principal Executive Officer of Genco (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.8 - Section 1350 Certification of Principal Financial Officer of Genco (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.9 - Section 1350 Certification of Principal Executive Officer of CILCORP (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.10- Section 1350 Certification of Principal Financial Officer of CILCORP (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.11- Section 1350 Certification of Principal Executive Officer of CILCO (required by Section 906 of the Sarbanes-Oxley Act of 2002). 32.12- Section 1350 Certification of Principal Financial Officer of CILCO (required by Section 906 of the Sarbanes-Oxley Act of 2002). (a) (ii) Exhibits incorporated by reference. 4.1 - UE Company Order dated October 7, 2003 establishing the 4.65% Senior Secured Notes due 2013 (UE Form 8-K dated October 7, 2003, Exhibit 4.2). 78 4.2 - Supplemental Indenture dated October 1, 2003 to Indenture of Mortgage and Deed of Trust dated June 15, 1937, as amended, from UE to The Bank of New York, as successor trustee, relating to First Mortgage Bonds, Senior Notes Series EE, 4.65% due 2013 (UE Form 8-K dated October 7, 2003, Exhibit 4.4). (b) Reports on Form 8-K. The Ameren Companies filed the following reports on Form 8-K during the quarterly period ended September 30, 2003:

79 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 Vice President and Controller (Principal Accounting Officer) UNION ELECTRIC COMPANY (Registrant) /s/ Martin J. Lyons -------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Registrant) /s/ Martin J. Lyons --------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) AMEREN ENERGY GENERATING COMPANY (Registrant) /s/ Martin J. Lyons --------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) 80 CILCORP Inc. (Registrant) /s/ Martin J. Lyons ---------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) Central Illinois Light Company (Registrant) /s/ Martin J. Lyons ---------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) Date: November 14, 2003 81 EX-10.1 3 contrb.txt CONTRIBUTION AGREEMENT Exhibit 10.1 EXECUTION COPY ================================================================================ CONTRIBUTION AGREEMENT dated as of October 3, 2003 by and between CENTRAL ILLINOIS LIGHT COMPANY d.b.a. AMERENCILCO and AMERENENERGY RESOURCES GENERATING COMPANY ================================================================================

7.2 Indemnification by CILCO................................................................................15 7.3 Indemnification Procedures for Third-Party Claims.......................................................16 7.4 Indemnification Procedures for Other Claims.............................................................17 7.5 Mitigation..............................................................................................17 7.6 Computation of Losses Subject to Indemnification........................................................17 7.7 Obligations Absolute....................................................................................17 7.8 Survival of Indemnities.................................................................................17 7.9 Remedies Cumulative.......................................................................................17 Article VIII TERMINATION.......................................................................................18 8.1 Termination.............................................................................................18 8.2 Effect of Termination...................................................................................18 Article IX MISCELLANEOUS.......................................................................................18 9.1 Notices.................................................................................................18 9.2 Entire Agreement; Amendment.............................................................................19 9.3 Parties in Interest; Assignment.........................................................................19 9.4 Schedules...............................................................................................19 9.5 Governing Law; Submission to Jurisdiction; Section of Forum.............................................19 9.6 Counterparts............................................................................................20 9.7 Severability............................................................................................20 9.8 Headings................................................................................................20

ii EXHIBITS AND SCHEDULES ---------------------- Exhibit Description - ------- ----------- A Duck Creek Easement Agreement B Edwards Easement Agreement C Power Supply Agreement D Services and Facilities Agreement E Sterling Avenue Easement Agreement Schedule Description - -------- ----------- 2.1(a) Owned Real Property 2.1(b) Leased Real Property 2.1(d) Specific Account Assets 2.1(e) Intellectual Property 2.1(f) Contracts 2.1(g) Permits 2.2(a) Retained Transmission and Distribution Assets 2.2(b) Retained Contracts 2.3(b) Assumed Environmental Liabilities 2.3(c) Assumed Claim Liabilities 2.3(d) Certain Assumed Liabilities 2.4(d) Retained Claim Liabilities 2.4(e) Retained Environmental Liabilities 4.3 Consents 6.2 Employees iii CONTRIBUTION AGREEMENT ---------------------- THIS CONTRIBUTION AGREEMENT dated as of October 3, 2003, is entered into by and between CENTRAL ILLINOIS LIGHT COMPANY, an Illinois corporation d.b.a. AmerenCILCO ("CILCO"), and AMERENENERGY RESOURCES GENERATING COMPANY (f/k/a Central Illinois Generation Inc.), an Illinois corporation ("AERG"). W I T N E S S E T H: -------------------- WHEREAS, CILCO is a public utility company as defined in Section 3-105 of the Illinois Public Utilities Act (220 ILCS 5/3-105) and presently operates as a vertically integrated electricity generation, transmission and distribution company and as a natural gas distribution company in the State of Illinois; WHEREAS, pursuant to the provisions of Section 16-111(g) of the Illinois Public Utilities Act (220 ILCS 5/16-111(g)) CILCO has been authorized to contribute its electric generation facilities and assets to AERG, its wholly-owned subsidiary; WHEREAS, CILCO desires to contribute to AERG all of the assets, properties, rights, interests and liabilities of its electric generation operations; WHEREAS, AERG desires to receive such assets, properties, rights and interests, to assume the related liabilities, and to conduct an electricity generation business therewith; and WHEREAS, the parties intend the transaction to qualify under Section 351(a) of the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, upon the terms and subject to the conditions contained herein, CILCO and AERG hereby agree as follows: Article I DEFINITIONS 1.1 Certain Definitions. As used herein, the following terms shall have the meanings set forth or as referenced below. "Account" shall mean an account on CILCO's books and records maintained in accordance with the Federal Energy Regulatory Commission's Uniform System of Accounts. "Agreement" shall mean this Contribution Agreement, together with all Exhibits and Schedules hereto. "Ancillary Documents" shall mean all agreements, certificates, instruments and other documents executed or delivered in accordance with or in connection with the transactions contemplated by this Agreement, including the Edwards Easement Agreement, the Duck Creek Easement Agreement, and the Sterling Avenue Easement Agreement, but excluding the Power Supply Agreement and Services and Facilities Agreement. "Assumed Liabilities" shall have the meaning set forth in Section 2.3. "Books and Records" shall have the meaning set forth in Section 2.1. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which banks in Chicago, Illinois are authorized or obligated by Law or executive order to close. "Claim" shall mean any claim, action, suit, proceeding, dispute or investigation made or brought by any Person, whether formal or informal, before any Governmental Authority or in arbitration, mediation or otherwise. "Closing" shall mean the event at which CILCO consummates the assignment, transfer and delivery of the Contributed Assets to AERG, and AERG assumes and agrees to perform or discharge the Assumed Liabilities. "Closing Date" shall have the meaning set forth in Section 3.1. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Consents" shall mean any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to any Person, including without limitation any Governmental Authority. "Contracts" shall have the meaning set forth in Section 2.1. "Contributed Assets" shall have the meaning set forth in Section 2.1. "Duck Creek Easement Agreement" shall mean the Duck Creek Easement Agreement to be entered into on the Closing Date between CILCO and AERG substantially in the form of Exhibit A. "Duck Creek Facility" shall mean the electric generation facility located at 17751 North CILCO Road, in the City of Canton, County of Fulton and State of Illinois. "Edwards Easement Agreement" shall mean the Edwards Easement Agreement to be entered into on the Closing Date between CILCO and AERG substantially in the form of Exhibit B. "Edwards Facility" shall mean the electric generation facility located at 7800 South CILCO Lane, in the City of Bartonville, County of Peoria and State of Illinois. 2 "Employees" shall have the meaning set forth in Section 6.2. "Encumbrances" shall mean any and all encumbrances, including without limitation all claims, liens, charges, mortgages, pledges, security interests, options, restrictions (including, in the case of real property, easements, rights of way, covenants, restrictions, lease, licenses, zoning and set back requirements and other variances) or third party rights. "Energy Control Center" shall mean CILCO's energy control center facility located in the City of Peoria, County of Peoria and State of Illinois, including all buildings, structures, and tangible personal property located at such facility. "Environmental Law" shall mean any Law with respect to the preservation of the environment or the promotion of worker health and safety, including any Law relating to Hazardous Substances, drinking water, surface water, groundwater, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, noises, odors, air emissions, waste emissions or wells. Without limiting the generality of the foregoing, the term encompasses each of the following statutes and the regulations promulgated thereunder, and any similar applicable state or local Law, each as amended: (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980; (b) the Solid Waste Disposal Act; (c) the Hazardous Materials Transportation Act; (d) the Toxic Substance Control Act; (e) the Clean Water Act; (f) the Clean Air Act; (g) the Safe Drinking Water Act; (h) the National Environmental Policy Act of 1969; (i) the Superfund Amendments and Reauthorization Act of 1986; (j) Title III of the Superfund Amendments and Reauthorization Act; (k) the Federal Insecticide, Fungicide and Rodenticide Act and (l) the provisions of the Occupational Safety and Health Act of 1970 relating to the handling of and exposure to Hazardous Substances and similar substances. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "Facilities" shall mean the premises that collectively comprise the Owned Real Property, the Leased Real Property, and the Sterling Avenue Facility. "Generation Operations" shall mean, collectively, each and every task, function and operation that is necessary to, or performed for the purpose of supporting, either directly or indirectly, the generation of electricity by CILCO at the Facilities, as such tasks, functions, and operations are performed at the Facilities as of the date of this Agreement. "Governmental Authority" shall mean the United States, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation any government authority, agency, department, board, commission or instrumentality of the United States, any state of the United States, or any political subdivision of any of the foregoing. "Hazardous Substance" shall mean: (i) petroleum, byproducts and any petroleum fractions; (ii) materials which contain any substance defined as a hazardous or toxic substance under any United States federal statutes and their state counterparts, as well as such statutes' implementing regulations including, but not limited to, the Hazardous Materials 3 Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide, and Rodenticide Act, and the Clean Air Act; and (iii) any other materials, including without limitation asbestos, which a federal, state or local Governmental Authority requires be remediated pursuant to any Law relating to the protection of the environment. "Indian Trails Facility" shall mean the cogeneration facility located at 1301 South Front Street in Pekin, Illinois. "Intellectual Property" shall have the meaning set forth in Section 2.1. "Laws" shall mean any federal, state, foreign, provincial or local law, constitutional provisions, code, statute, ordinance, rule, regulation, order, judgment or decree of any Governmental Authority. "Leased Real Property" shall have the meaning set forth in Section 2.1. "Liabilities" mean all Claims, demands, assessments, judgments, losses, liabilities, damages, costs and expenses (including, without limitation, interest, penalties, attorneys' fees to the extent permitted by law, and accounting fees and investigation costs). "Material Adverse Effect" shall mean an effect that is materially adverse to the value of the Contributed Assets or the Generation Operations taken as a whole or materially adverse to the business, financial condition or results of operations or business prospects of the Generation Operations taken as a whole. "Owned Real Property" shall have the meaning set forth in Section 2.1. "Permitted Encumbrances" shall mean (a) all Encumbrances on the Contributed Assets as of the date hereof as well as (b) all Encumbrances on the Contributed Assets that shall have (i) become effective between the date hereof and the Closing Date and (ii) arisen or been incurred in good faith and in the ordinary course of business consistent with past practices. "Permits" shall have the meaning set forth in Section 2.1. "Person" shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or other entity or organization, including any Governmental Authority. "Personal Property" shall have the meaning set forth in Section 2.1. "Power Supply Agreement" shall mean the Power Supply Agreement to be entered into on the Closing Date between CILCO and AERG substantially in the form of Exhibit C. "Retained Assets" shall have the meaning set forth in Section 2.2. 4 "Retained Liabilities" shall have the meaning set forth in Section 2.4. "Retained Transmission and Distribution Assets" shall have the meaning set forth in Section 2.2. "Services and Facilities Agreement" shall mean the Services and Facilities Agreement to be entered into on the Closing Date by and among CILCO, AERG and the other parties thereto substantially in the form of Exhibit D. "Sterling Avenue Easement Agreement" shall mean the Sterling Avenue Easement Agreement to be entered into on the Closing Date between CILCO and AERG substantially in the form of Exhibit E. "Sterling Avenue Facility" shall mean CILCO's electric generating facility located on Sterling Avenue in the City of Peoria, Illinois. "Transferred Employee" shall have the meaning set forth in Section 6.2(a). 1.2 Other Terms. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement. 1.3 Other Definitional Provisions. (a) The words "hereof", "herein", and "hereunder", and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. (c) The terms "dollars" and "$" shall mean United States dollars. (d) The term "including" shall be deemed to mean "including without limitation." Article II CONTRIBUTION OF ASSETS 2.1 Contribution of Assets. On the terms and subject to the conditions set forth herein, CILCO shall transfer, convey, assign, contribute and deliver to AERG all direct or indirect right, title and interest in and to all of the assets, properties and rights of every type and description, whether tangible or intangible, that are related primarily to the Generation Operations in exchange for all of the outstanding stock of AERG and AERG's assumption of certain liabilities pursuant to Section 2.3 hereof. Such assets shall be free of all Encumbrances except Permitted Encumbrances, and with such changes, deletions or additions thereto as may occur from the date hereof to the Closing Date in the ordinary course of business (the "Contributed Assets"), including the following: 5 (a) the real property owned by CILCO and identified on Schedule 2.1(a), including all buildings, structures, and improvements thereon and all appurtenances relating thereto (the "Owned Real Property"); (b) the leases under which CILCO leases, as lessee, the real property identified on Schedule 2.1(b), including all buildings, structures and improvements thereon, to the extent included in such lease (the "Leased Real Property"); (c) all tangible personal property, including all fixtures, plant materials and operating supplies recorded in Account 154, machinery and equipment, fuel supplies (including fuel stock recorded in Account 151), spare parts, vehicles, rolling stock, office furniture and equipment, furnishings, leasehold improvements and construction-in-process, which is located at the Facilities or used or held for use in connection with the Generation Operations at the Facilities (the "Personal Property"); (d) the assets listed on Schedule 2.1(d); (e) the following intellectual property (and the rights associated therewith): (i) the patents, copyrighted works and registrations or applications for registration of copyrights in any jurisdiction, trademarks (whether registered or unregistered), service marks, brand names, certification marks, trade names and other indications of origin identified on Schedule 2.1(e), the goodwill associated with the foregoing and registrations and applications to register the foregoing, including any extension, modification or renewal of any of such registrations or applications; (ii) non-public information, trade secrets and confidential information to the extent related primarily to the Generation Operations and rights in any jurisdiction to limit the use or disclosure thereof by any Person; and (iii) any claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing (the "Intellectual Property"); (f) to the extent assignable, all agreements, licenses, leases, contracts, subcontracts, purchase orders, sales orders, notes, bonds, mortgages, indentures, guarantees, refunds, commitments, undertakings and any other form of agreement related primarily to the Generation Operations (the "Contracts"), including the Contracts identified on Schedule 2.1(f); (g) to the extent assignable, all licenses, permits, approvals, variances, waivers, registrations, certificates or consents to the extent transferable, issued or required by any Governmental Authorities and used in or necessary to the Generation Operations (the "Permits"), including the Permits identified on Schedule 2.1(g); (h) all Claims against Third Persons in connection with the Generation Operations or any of the Contributed Assets, whether arising out of events before, on, or after the Closing Date, except with respect to Claims related to Retained Liabilities; and (i) all books and records that relate primarily to the Generation Operations, including all files, ledgers, lists, models, plans, designs, data, data bases, invoices, forms, account registers, correspondence, production records, technical, accounting, manufacturing and procedural manuals, employment records, studies, reports or summaries, and any other books and records relating primarily to the operation or use of any of the Contributed Assets and any 6 confidential information that has been reduced to writing or other tangible medium (the "Books and Records"). 2.2 Retained Assets. Notwithstanding anything to the contrary herein, from and after the Closing, CILCO shall retain all of its direct and indirect right, title and interest in and to all of the following assets and rights (collectively, the "Retained Assets"): (a) the overhead and underground communications and electrical transmission and distribution lines (whether consisting of one circuit or more than one circuit) and other overhead and underground transmission, distribution, communication and related facilities and structures, including towers, pole structures, poles, wires, cables, conduits, pipes (including the natural gas pipelines and connections located at the Sterling Avenue Facility), ducts, pumps, controls, switches, relays, circuit breakers, monitoring devices, fiber optic cable and facilities, counterpoise, anchors, ground grid, cathodic protection equipment, manholes, transformers, pedestals, and necessary fixtures, conductors and appurtenances attached thereto (including the metering and relay buildings located at the substation of the Edwards Facility and at the switchyard of the Duck Creek Facility), which are located at the Facilities and identified on Schedule 2.2(a), (the "Retained Transmission and Distribution Assets"), and easements with respect to the Edwards Facility and the Duck Creek Facility; (b) the contracts, leases, licenses, purchase orders and other agreements identified on Schedule 2.2(b); (c) all Books and Records that CILCO is required by law to retain, provided that CILCO shall furnish AERG with complete copies of such Books and Records; (d) all tax returns of CILCO; (e) the Energy Control Center; (f) all assets and rights used or held for use exclusively in connection with the operations at the Indian Trails Facility, including all such tangible personal property, intellectual property, contracts, permits, claims against Third Persons, and book and records; (g) the real property at which the Sterling Avenue Facility is located; and (h) all other rights and assets not identified as a Contributed Asset in Section 2.1. 2.3 Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Date, AERG shall assume and agree to pay, honor, defend against, discharge or perform when due all debts, liabilities and obligations, other than the Retained Liabilities, including unknown and contingent liabilities, that arise out of each and every task, function and operation that is necessary to, or performed for the purpose of supporting, either directly or indirectly, the generation of electricity by CILCO at the Facilities or the Contributed Assets, to the extent arising from events or conditions existing after the Closing (the "Assumed Liabilities"), including, but not limited to, the following: 7 (a) all liabilities and obligations under the Contracts and Permits, when and to the extent such Contracts or Permits shall have been assigned or transferred to AERG; (b) all liabilities and obligations (including all unknown and contingent liabilities and obligations) under the Environmental Laws arising after the Closing out of each and every task, function and operation that is necessary to, or performed for the purpose of supporting, either directly or indirectly, the Contributed Assets or the Generation Operations, (all of the foregoing, the "Assumed Environmental Liabilities"); (c) all liabilities and obligations arising out of the employment or termination of any Transferred Employee and all liabilities and obligations arising out of the Claims identified on Schedule 2.3(c); and (d) the liabilities and obligations listed on Schedule 2.3(d). 2.4 Retained Liabilities. Notwithstanding anything to the contrary herein, CILCO shall retain all, and AERG shall not assume or be responsible or liable for any, of the following liabilities and obligations, whether incurred before or after the Closing (the "Retained Liabilities"): (a) all liabilities and obligations arising out of or related to the Retained Assets; (b) all liabilities and obligations under the Contracts and Permits not assigned or transferred to AERG; (c) all liabilities and obligations arising out of or relating to this Agreement or the transactions contemplated hereby for which CILCO has assumed responsibility pursuant to this Agreement or any Ancillary Document; (d) all liabilities and obligations arising out of or related to the Claims identified on Schedule 2.4(d); (e) all liabilities and obligations under the Environmental Laws (other than the Assumed Environmental Liabilities), and all other liabilities and obligations relating to Hazardous Substance, the Contributed Assets and/or the Generation Operations to the extent arising from events or conditions existing prior to the Closing, including, but not limited to, the known liabilities set forth on Schedule 2.4(e); (f) all liabilities and obligations in connection with any Claims by a Person (other than AERG) based in whole or in part on the transaction contemplated by this Agreement; (g) all liabilities and obligations arising out of or related to operations at the Indian Trails Facility; and (h) any and all other liabilities not identified as an Assumed Liability in Section 2.3. 8 Article III THE CLOSING 3.1 Closing Time and Location. The Closing shall take place at the offices of McGuireWoods LLP, 77 West Wacker Drive, Suite 4400, Chicago, Illinois 60601 at 8:00 a.m. (local time), on October 3, 2003, subject to the satisfaction or waiver (by the party entitled to waive the condition) of all conditions to the Closing set forth below, or at such other time and place as the parties hereto may mutually agree. The date on which the Closing occurs is called the "Closing Date". The consummation of the transfer of the Contributed Assets hereunder shall for all purposes under this Agreement and the Ancillary Documents be deemed effective as of 12:00 a.m. Central Standard Time on the Closing Date. 3.2 Documents to be Delivered by CILCO. At the Closing, unless otherwise agreed to by the parties, CILCO shall deliver to AERG: (a) a copy of (i) the resolutions of the Board of Directors of CILCO authorizing execution, delivery and performance of this Agreement and all other transactions and agreements contemplated hereby, (ii) CILCO's Articles of Incorporation, and (iii) CILCO's Bylaws, all certified by the Secretary or Assistant Secretary of CILCO to be true, correct, complete, unmodified and in full force and effect as of the Closing Date; (b) instruments transferring, assigning or subleasing the Contributed Assets to AERG, free and clear of all Encumbrances except for Permitted Encumbrances; (c) copies of all Consents to the transfer, assignment or sublease to AERG of each Contributed Asset that requires such Consent; (d) Special Warranty Deeds (the "Deeds") in recordable form, and in form and substance satisfactory to AERG, conveying the Owned Real Property to AERG, free and clear of all Encumbrances except for Permitted Encumbrances; (e) releases, including without limitation termination statements under the Uniform Commercial Code (the "UCC") of any financing statements filed against any Contributed Assets, evidencing discharge, removal and termination of all Encumbrances to which the Contributed Assets are subject (other than Permitted Encumbrances), which releases shall be effective at or prior to the Closing; (f) a Non-Foreign Person Affidavit as required by Section 1445 of the Code (a "FIRPTA Affidavit"); (g) the certificates required by Sections 3.4(a) and (b) below; (h) such other deeds, endorsements, assignments, affidavits and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to AERG as may be necessary to effect the Closing; and (i) a duly executed copy of each of the Ancillary Documents. 9 3.3 Documents to be Delivered by AERG. At the Closing, unless otherwise agreed to by the parties, AERG shall deliver to CILCO: (a) a copy of (i) the resolutions of the Board of Directors of AERG authorizing execution, delivery and performance of this Agreement and all other transactions and agreements contemplated hereby, (ii) AERG's Articles of Incorporation, and (iii) AERG's Bylaws, all certified by the Secretary or an Assistant Secretary of AERG to be true, correct, complete, unmodified and in full force and effect as of the Closing Date; (b) the certificates required by Sections 3.5(a) and (b) below; (c) such instruments of assumption, in form and substance satisfactory to CILCO, as may be necessary to effect AERG's assumption of the Assumed Liabilities; (d) such other instruments and documents, in form and substance satisfactory to CILCO, as may be necessary to effect the Closing; and (e) a duly executed copy of each of the other Ancillary Documents. 3.4 Conditions to AERG's Obligations. The obligation of AERG to consummate the transactions provided for by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by AERG, except for the conditions (as to Permits) set forth in subsection (c) of this Section 3.4. (a) Representations and Warranties. The representations and warranties of CILCO contained herein shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date (except that representations and warranties that are made as of a specific date must be true in all material respects only as of such date), and AERG shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of CILCO. (b) Covenants. The covenants and agreements of CILCO to be performed on or prior to the Closing shall have been duly performed in all material respects, and AERG shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of CILCO. (c) Consents. All Permits and Consents shall have been obtained and satisfied. (d) No Proceeding or Litigation. No litigation, action, suit, investigation, Claim or proceeding challenging the legality of, or seeking to restrain, prohibit or materially modify, the transactions provided for in this Agreement shall have been made or instituted by any Person or Governmental Authority and not settled or otherwise finally terminated. (e) Closing Deliveries. CILCO shall have delivered to AERG the certificates and other documents required by Section 3.2. 10 3.5 Conditions to CILCO's Obligations. The obligations of CILCO to consummate the transactions provided for by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by CILCO, except for the conditions (as to Permits) set forth in subsection (c) of this Section 3.5. (a) Representations and Warranties. The representations and warranties of AERG contained herein shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date (except that representations and warranties that are made as of a specific date need be true in all material respects only as of such date), and AERG shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of AERG. (b) Covenants. The covenants and agreements of AERG to be performed on or prior to the Closing shall have been duly performed in all material respects, and AERG shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of AERG. (c) Consents. All Permits and Consents that are necessary to consummate the transactions contemplated hereunder shall have been obtained and satisfied. (d) No Proceeding or Litigation. No litigation, action, suit, investigation, Claim or proceeding challenging the legality of, or seeking to restrain, prohibit or materially modify, the transactions provided for in this Agreement shall have been made or instituted by any Person or Governmental Authority and not settled or otherwise finally terminated. (e) Closing Deliveries. AERG shall have delivered the certificates and other documents required by Section 3.3. Article IV REPRESENTATIONS AND WARRANTIES OF CILCO CILCO represents and warrants to AERG as follows: 4.1 Organization and Qualification. CILCO is a corporation duly organized, validly existing and in good standing under the laws of the state of Illinois and has all requisite corporate power and authority to own and operate the Contributed Assets and to carry on the Generation Operations as currently conducted. CILCO is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of the Contributed Assets or the conduct of the Generation Operations requires such qualification. 4.2 Corporate Authorization. CILCO has full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Documents, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by CILCO of this Agreement and each of the Ancillary Documents have been duly and validly authorized and 11 no additional corporate authorization or consent is required in connection with the execution, delivery and performance by CILCO of this Agreement and each of the Ancillary Documents. 4.3 Consents and Approvals. Except as specifically set forth in Schedule 4.3, no Consent is required to be obtained by CILCO from, and no notice or filing is required to be given by CILCO to, any Governmental Authority or other Person in connection with the execution, delivery and performance by CILCO of this Agreement and each of the Ancillary Documents. 4.4 Non-Contravention. The execution, delivery and performance by CILCO of this Agreement and each of the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby, does not and will not (i) violate any provision of the Articles of Incorporation or Bylaws of CILCO, (ii) subject to obtaining the Consents identified on Schedule 4.3, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of CILCO under, or to a loss of any benefit to which CILCO is entitled under, any Contract or result in the creation of any Encumbrance upon any of the Contributed Assets; or (iii) violate, or result in a breach of or constitute a default under any Law to which CILCO is subject. 4.5 Binding Effect. This Agreement constitutes, and each of the Ancillary Documents when executed and delivered by the parties thereto will constitute, a valid and legally binding obligation of CILCO enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors, rights and to general equity principles. Article V REPRESENTATIONS AND WARRANTIES OF AERG AERG represents and warrants to CILCO as follows: 5.1 Organization and Qualification. AERG is a corporation duly organized, validly existing and in good standing under the laws of the state of Illinois and has all requisite corporate power and authority to own and operate the Contributed Assets and to carry on the Generation Operations as currently conducted. AERG is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of the Contributed Assets or the conduct of the Generation Operations requires such qualification. 5.2 Corporate Authorization. AERG has full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Documents, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by AERG of this Agreement and each of the Ancillary Documents have been duly and validly authorized and no additional corporate authorization or consent is required in connection with the execution, delivery and performance by AERG of this Agreement and each of the Ancillary Documents. 12 5.3 Consents and Approvals. No Consent is required to be obtained by AERG from, and no notice or filing is required to be given by AERG to or made by AERG with, any Governmental Authority or other Person in connection with the execution, delivery and performance by AERG of this Agreement and each of the Ancillary Documents. 5.4 Non-Contravention. The execution, delivery and performance by AERG of this Agreement and each of the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby, does not and will not (i) violate any provision of the certificate of incorporation or bylaws of AERG or (ii) violate, or result in a breach of or constitute a default under any Law to which AERG is subject. 5.5 Binding Effect. This Agreement constitutes, and each of the Ancillary Documents when executed and delivered by the parties thereto will constitute, a valid and legally binding obligation of AERG enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors, rights and to general equity principles. Article VI COVENANTS AND OTHER MATTERS 6.1 Best Efforts. CILCO and AERG will cooperate and use their respective reasonable best efforts to fulfill the conditions precedent to the other party's obligations hereunder, including but not limited to, securing as promptly as practicable all Permits and all Consents required for the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, and agree to any reasonable requests in connection therewith. 6.2 Employee Matters. (a) Employment and Benefits. On and after the Closing Date, AERG shall offer to continue the employment of all Persons who are employed by CILCO as of the Closing Date and are either (i) identified on Schedule 6.2 or (ii) hired by CILCO in the ordinary course of business between the date Schedule 6.2 was prepared and the Closing Date for employment primarily in the Generation Operations (the "Employees"). Each offer of employment to an Employee shall, at a minimum, be at the same terms and conditions and enjoyed by such Employee immediately prior to the Closing Date. Each Employee hired by AERG (each, a "Transferred Employee") will be provided with benefits under employee benefit plans, programs and arrangements which are the same as those offered to such Employee by CILCO prior to the Closing Date. (b) Labor Unions. AERG shall, at the Closing Date and thereafter in accordance with the requirements of applicable federal labor laws, recognize Local No. 8 as the exclusive representative of those Transferred Employees at the Facilities who are represented by the National Conference of Firemen and Oilers (NCF&O) for purposes of collective bargaining. AERG shall assume the collective bargaining agreement that is in effect on the Closing Date. 13 (c) No Third Party Beneficiaries. Nothing contained in this Agreement shall (i) create any rights in any third party, including without limitation any right to employment or right to any particular benefit or (ii) be construed as prohibiting or restricting in any way the right of AERG, CILCO or any successor or other entity to modify, amend or terminate any employee benefit plan, program or arrangement, or any other term or condition of employment of any of its employees, in whole or in part at any time after the Closing Date. 6.3 Further Assurances. At any time after the Closing Date, CILCO, on the one hand, and AERG, on the other hand, shall promptly execute, acknowledge and deliver any other assurances or documents reasonably requested by the other party and necessary for it to satisfy its respective obligations hereunder or for CILCO or AERG to obtain the benefits contemplated hereby. 6.4 Tax Matters. (a) Asset Transfer Taxes. In the event any tax on the transfer of assets are assessed in connection with the transactions contemplated by this Agreement, the payment of such taxes shall be the sole responsibility of CILCO. (b) Property Taxes. Personal and real property taxes for any period after the Closing Date on property of AERG (including, but not limited to, the prorated portion of personal and real property taxes on such property which are based on the value of such property) shall be the liability of AERG. All other personal and real property taxes for any period prior to the Closing Date shall be the liability of CILCO. (c) Record Retention. The parties agree to retain all books, records, returns, schedules, documents and all material papers or items of information relating to such taxes for periods prior to the Closing Date for the later of (i) seven (7) years or (ii) the full period of the applicable statute of limitations, including any extensions thereof. 6.5 Books and Records. (a) Notwithstanding anything to the contrary contained herein, AERG acknowledges and agrees that the Books and Records included in the Contributed Assets shall be delivered to AERG by CILCO within 90 days following the Closing Date and that CILCO shall have the right to redact such Books and Records so that they do not reflect or include any information regarding any business or assets of CILCO other than the Generation Operations and the Contributed Assets. (b) AERG will retain all Books and Records included in the Contributed Assets and make the same reasonably available after the Closing Date for inspection and copying by CILCO, at CILCO's expense, during the normal business hours of AERG, upon reasonable request and upon reasonable notice. In furtherance and not in limitation of the foregoing and subject to any longer periods required under Section 6.4 hereof, no such Books and Records shall be destroyed by AERG for a period of seven years after the Closing Date (or until all pending Claims hereunder are resolved, if any such Claim is pending as of the end of such seven-year period) without first advising CILCO in writing and giving CILCO a reasonable opportunity to obtain possession thereof. 14 (c) CILCO will retain all books and records and other documents pertaining in any way to the Generation Operations (to the extent not included in the Contributed Assets) in existence on the Closing Date and to make the same reasonably available after the Closing Date for inspection and copying by AERG, at AERG's expense, during the normal business hours of CILCO, upon reasonable request and upon reasonable notice. In furtherance and not in limitation of the foregoing and subject to any longer periods required under Section 6.4 hereof, no such books, records or documents shall be destroyed by CILCO for a period of seven years after the Closing Date (or until all pending Claims hereunder are resolved, if any such Claim is pending as of the end of such seven-year period) without first advising AERG in writing and giving AERG a reasonable opportunity to obtain possession thereof. 6.6 Nontransferable Permits. Notwithstanding the foregoing and anything else to the contrary herein, AERG acknowledges and agrees (i) that all Permits that are not transferable will be retained by CILCO from and after the Closing and (ii) that AERG shall be responsible for obtaining any such non-transferable Permit necessary to engage in the Generation Operations from and after the Closing. 6.7 Nonassignable Contracts. Notwithstanding the foregoing and anything else to the contrary herein, unless the parties mutually agree otherwise, in the event CILCO is unable to obtain the consent necessary to assign or transfer a Contract to AERG without adversely affecting AERG's rights or obligations under such Contract, such Contract will be retained by CILCO. 6.8 Assets Subject to Mortgage Indenture. For so long as, and to the extent that, the Contributed Assets are subject to a lien or other restrictions pursuant to that certain Indenture of Mortgage and Deed of Trust between CILCO and Bankers Trust Company (the "Mortgage Indenture"), (a) AERG shall not use any such Contributed Assets in a manner inconsistent with the requirements of the Mortgage Indenture; and (b) CILCO shall comply with all of its obligations under, and shall not breach or permit to exist a default under, the Mortgage Indenture. Article VII INDEMNIFICATION 7.1 Indemnification by AERG. From and after the Closing, AERG shall indemnify, defend and hold harmless CILCO and its respective directors, officers, representatives, shareholders, partners, attorneys, accountants, employees (other than Employees) and agents, and their respective heirs, successors and assigns, (collectively, all of the foregoing, the "CILCO Indemnified Parties"), from and against any and all Liabilities that may be incurred by the CILCO Indemnified Parties, or any of them, resulting or arising from, related to or incurred in connection with: (a) the failure of AERG to assume, pay, perform and discharge any of the Assumed Liabilities, and (b) any breach of any representation, warranty, covenant, obligation or agreement of AERG contained herein. 7.2 Indemnification by CILCO. From and after the Closing, CILCO shall indemnify, defend and hold harmless AERG and its respective directors, officers, 15 representatives, shareholders, partners, attorneys, accountants, employees and agents, and their respective heirs, successors and assigns, (collectively, all of the foregoing, the "AERG Indemnified Parties" and, together with the CILCO Indemnified Parties, the "Indemnified Parties") from and against any and all Liabilities that may be incurred by the AERG Indemnified Parties, or any of them, resulting or arising from, related to or incurred in connection with: (a) the failure of CILCO to assume, pay, perform and discharge any of the Retained Liabilities; and (b) any breach of any representation, warranty, covenant, obligation or agreement of CILCO contained herein. 1.2 Indemnification Procedures for Third-Party Claims. With respect to third-party claims, all claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 7.3. In the event that any written claim or demand for which AERG or CILCO, as the case may be (an "Indemnifying Party"), would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than thirty (30) days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof, to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The Indemnifying Party shall have sixty (60) days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense, it may do so at its sole cost and expense. The Indemnified Party shall not settle any such claim or demand without the consent of the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense), shall be the liability of the Indemnifying Party hereunder. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third-party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access, during normal business hours, to the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims. 16 7.4 Indemnification Procedures for Other Claims. In the event that any Indemnified Party has a claim against an Indemnifying Party under or in connection with this Agreement that does not involve a third-party claim, the Indemnified Party must notify the Indemnifying Party of such claim within thirty (30) days following the date on which the Indemnified Party becomes aware of any such claim; provided, however, that failure to give such notice shall not affect the Indemnified Party's right to indemnification or the Indemnifying Party's obligation to indemnify under this Article VII, except to the extent the Indemnifying Party is actually prejudiced thereby. 7.5 Mitigation. Each Indemnified Party shall take all reasonable steps to mitigate its respective Liabilities upon and after becoming aware of any event that could reasonably be expected to give rise to any Liabilities for which such Indemnified Party may be entitled to indemnification hereunder. 7.6 Computation of Losses Subject to Indemnification. The amount of any Liability for which indemnification is provided under this Article VII shall (i) be computed net of any insurance proceeds or other third-party recovery received by the Indemnified Party in connection with such Liability (and any such proceeds or recovery received by an Indemnified Party after receipt by such Indemnified Party of an indemnification payment in connection with such Liability pursuant to this Article VII shall be promptly remitted to the Indemnifying Party, to the extent of such indemnification payment) and (ii) exclude consequential damages, lost profits and exemplary or punitive damages. 7.7 Obligations Absolute. The foregoing contractual obligations of indemnification set forth in this Article VII shall: (a) also apply to any and all third party claims that allege that an Indemnified Party is independently, directly, vicariously or jointly and severally liable to such third party; and (b) to the extent permitted by applicable law, apply even if the Indemnified Party is partially negligent or otherwise partially culpable or at fault, whether or not such liability arises under any doctrine of strict liability. 7.8 Survival of Indemnities. The obligations of CILCO and AERG under this Article VII shall survive the sale or other transfer by any of them of any assets or businesses or the assignment by any of them of any Liabilities, with respect to any indemnifiable liability of any Indemnified Party related to such assets, businesses or Liabilities. 7.9 Remedies Exclusive. The remedies provided in this Article VII shall be the exclusive remedies of the parties hereto with respect to the matters for which the parties may be entitled to indemnification under this Article VII; provided, however, that this Article VII shall not be deemed to apply to matters covered by remedies specifically provided under any of the Ancillary Documents or under the Power Supply Agreement or Services and Facilities Agreement, which remedies shall be the exclusive remedies with respect to such matters. 17 Article VIII TERMINATION 8.1 Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing (any such date upon which this Agreement is terminated pursuant to this Section 8.1 shall be referred to herein as the "Termination Date"): (a) by mutual written consent of CILCO and AERG; (b) by CILCO or AERG, if there shall be in effect any law that prohibits the consummation of the Closing or if consummation of the Closing would violate any non-appealable final order, decree or judgment of any court or other Governmental Authority having competent jurisdiction; (c) by AERG, if any condition precedent to AERG's obligation to effect the Closing as set forth in Section 3.4 is not satisfied, or shall have become incapable of fulfillment, and such condition is not waived, if waivable, by AERG on or prior to the Termination Date; and (d) by CILCO, if any condition precedent to CILCO's obligation to effect the Closing as set forth in Section 3.5 is not satisfied, or shall have become incapable of fulfillment, and such condition is not waived, if waivable, by CILCO on or prior to the Termination Date. 8.2 Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, written notice thereof shall be given to the other party and this Agreement shall thereafter become void and have no further force and effect and all further obligations of CILCO and AERG under this Agreement shall terminate without further liability of CILCO or AERG. Article IX MISCELLANEOUS 9.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if (i) delivered in person (to the individual whose attention is specified below) or via facsimile (followed immediately with a copy in the manner specified in clause (ii) hereof), (ii) sent by prepaid first-class registered or certified mail, return receipt requested, or (iii) sent by recognized overnight courier service, as follows: 18 to CILCO: Central Illinois Light Company 300 Liberty Street Peoria, Illinois 61602-1404 Attention: General Counsel to AERG: AmerenEnergy Resources Generating Company One Ameren Plaza 1901 Chouteau Avenue St. Louis, Missouri 63103 Attention: General Counsel or to such other address as any party hereto may, from time to time, designate in a written notice given in like manner. All notices and other communications hereunder shall be effective: (i) the day of receipt when delivered by hand, facsimile or overnight courier; and (ii) three Business Days from the date deposited in the mail in the manner specified above. 9.2 Entire Agreement; Amendment. This Agreement (including all Ancillary Documents, Schedules and Exhibits hereto) contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such matters. Any amendment or modification hereto and thereto, in order to become effective, shall be made in writing and executed by each party hereto and thereto. No other Person shall have the right or ability to modify, amend or terminate this Agreement or any Ancillary Document in any respect, by conduct or otherwise. 9.3 Parties in Interest; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as set forth in Article VII with respect to Indemnified Parties, nothing in this Agreement, express or implied, is intended to confer upon any Person other than AERG, CILCO or their respective successors or permitted assigns, any rights or remedies under or by reason of this Agreement. No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto. 9.4 Schedules. The disclosure of any matter in any schedule to this Agreement shall be deemed to be a disclosure for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent, but shall expressly not be deemed to constitute an admission by AERG or CILCO or to otherwise imply that any such matter is material for the purposes of this Agreement. 9.5 Governing Law; Submission to Jurisdiction; Selection of Forum. This Agreement shall be governed by, and construed in accordance with, the laws of the state of Illinois, without regard to its principles of conflicts of laws. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or any Ancillary Document or the transactions contained in or contemplated hereby or thereby, whether in tort or contract or at law or in equity, exclusively in a court of the State of Illinois (the "Chosen Courts") and (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, 19 (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon a party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. 9.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement. 9.7 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof or thereof. If any provision of this Agreement or any Ancillary Document, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement or the Ancillary Document, as the case may be, and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. 9.8 Headings. The heading references and the table of contents herein and in any Ancillary Document are for convenience purposes only, do not constitute a part of this Agreement or any Ancillary Document and shall not be deemed to limit or affect any of the provisions hereof. [SIGNATURE PAGE FOLLOWS] 20 IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Contribution Agreement as of the date first above written. CENTRAL ILLINOIS LIGHT COMPANY, an Illinois corporation d.b.a. AMERENCILCO By: /s/ G.L. Rainwater ------------------------------------ Name: G.L. Rainwater Title: President AMERENENERGY RESOURCES GENERATING COMPANY, an Illinois corporation By: /s/ Daniel F. Cole ------------------------------------ Name: Daniel F. Cole Title: President 21 Contribution Agreement ---------------------- Exhibit A --------- Duck Creek Easement Agreement Contribution Agreement ---------------------- Exhibit B --------- Edwards Easement Agreement 2 Contribution Agreement ---------------------- Exhibit C --------- Power Supply Agreement Contribution Agreement ---------------------- Exhibit D --------- Services and Facilities Agreement 2 Contribution Agreement ---------------------- Exhibit E --------- Sterling Avenue Easement Agreement SCHEDULES TO CONTRIBUTION AGREEMENT SCHEDULE 2.1(a) OWNED REAL PROPERTY 1. The real property located at 17751 North CILCO Road, in the City of Canton, County of Fulton, and State of Illinois (the Duck Creek Property). The description of the Duck Creek Property is attached hereto as Annex A. 2. The real property located at 7800 South CILCO Lane, in the City of Bartonville, County of Peoria, and State of Illinois (the Edwards Property). The description of the Edwards Property is attached hereto as Annex B. ANNEX A DESCRIPTION OF DUCK CREEK PROPERTY [legal description] ANNEX B DESCRIPTION OF EDWARDS PROPERTY [legal description] SCHEDULE 2.1(b) LEASED REAL PROPERTY 1. The facility and parcel of real property leased by CILCO as lessee and located at 4498 Entec Drive, in the City of Bartonville, County of Peoria, and State of Illinois (the Entec Property). The description of the Entec Property is attached hereto as Annex A. ------- 2. The generation facility easement to CILCO is located at 4316 North Sterling Avenue in the City of Peoria, County of Peoria and State of Illinois ("Sterling Avenue Easement"). The description of the Sterling Avenue Easement is attached hereto as Annex B. ------- ANNEX A DESCRIPTION OF THE ENTEC PROPERTY [legal description] ANNEX B DESCRIPTION OF THE STERLING AVENUE EASEMENT [legal description] SCHEDULE 2.1(d) SPECIFIC ACCOUNT AND OTHER ASSETS 1. Sulfur dioxide emission allowance inventory recorded in Account 158.1. 2. Undistributed stores recorded in Account 163. 3. Miscellaneous deferred debits recorded in Account 186. 4. The assets identified on Annex A attached hereto. 5. The assets identified on Annex B attached hereto. SCHEDULE 2.1(e) INTELLECTUAL PROPERTY 1. AERG (formerly CIGI) Logo and all rights and benefits connected therewith. SCHEDULE 2.1(f) CONTRACTS 1. Finance Lease dated 11/4/99 between CILCO and Caterpillar Financial Services Corporation. 2. Finance Lease dated 1/21/99 between CILCO and Caterpillar Financial Services Corporation. 3. Marketing and Management Agreement dated 12/6/00 between CILCO and ISG Resources, Inc. 4. Contractual Inventory Agreement dated 9/20/00 between CILCO and Alstom Power Integrated Services, Inc. 5. Maintenance and Connectivity Support Agreement dated 2/1/01 between CILCO and IKON Office Solutions, Inc. 6. Maintenance Agreement between CILCO and IKON Office Solutions, Inc. (undated). 7. Hardware and Software Agreement dated 2/11/98 between CILCO and Environmental Systems Corporation. 8. Software License and Non-Disclosure Agreement dated 12/29/99 between CILCO and Environmental Systems Corporation. 9. Software License Agreement dated 3/17/00 between Project Software & Development, Inc. 10. General Ledger Software Agreements for Duck Creek and Edwards dated 2/29/00 between CILCO and Software Essentials, Inc. 11. Guaranteed Term Agreement dated 6/21/00 between CILCO and Qwest Communications Corporation. 12. Collective Bargaining Agreement dated 2/23/01 - 7/1/06 between CILCO and National Conference of Firemen and Oilers, Local # 8. 13. Coal Supply Agreement dated 1/17/00 between CILCO and Exxon Coal USA, Inc. 14. Coal Supply Agreement dated 1/1/00 between CILCO and Consolidation Coal Company. 15. Rail Transportation Agreement dated 8/29/01 between CILCO, The Burlington Northern and Santa Fe Railway Company, Norfolk Southern Railway and The Toledo Peoria & Western Railway Corporation. 16. Confidential Rail Transportation Contract dated 1/1/00 between CILCO and Union Pacific Railroad Company. 17. Rail Transportation Agreement dated 1/21/02 between CILCO, The Burlington Northern and Santa Fe Railway Company, and The Toledo Peoria & Western Railway Corporation. 18. Limestone Purchase Letter Agreement dated 1/3/00 between CILCO and Central Stone Company. 19. Contract entered into on August 17, 2001, between CILCO and Lurgi Lentjes North America for installation of Selective Catalytic Reactor System at Edwards facility. 20. Contract entered into on May 2002, between CILCO and Lurgi Lentjes North America for installation of Selective Catalytic Reactor System at Duck Creek facility. 21. Project Service Agreement dated 1/4/02, between CILCO and Harding ESE. 22. Coal Supply Agreement dated 12/20/01, between CILCO and RAG Coal Sales of America, Inc. 23. Coal Supply and Transportation Agreement dated 11/21/01, between CILCO and Prairie Energy Sales Corporation. 24. Coal Supply Agreement dated 1/1/02 - 12/31/04, between CILCO and Oxbow Carbon & Minerals, Inc. 25. License Agreement covering license # 98604, file 28-387 dated October 10, 1983 between CILCO and Chicago and Northwestern Transportation Company. 26. License Agreement dated August 15, 1983 between CILCO and Peoria and Pekin Union Railway Company. 27. License Agreement # 6393 dated September 1, 1983 between CILCO and Toledo, Peoria & Western Railroad. 28. See Appendix B of the Power Supply Agreement for supply contracts assigned to AERG. SCHEDULE 2.1(g) PERMITS 1. NPDES Permit No. IL0001970, dated 3/1/00, between CILCO and Illinois Environmental Protection Agency. 2. Dept. of the Army Permit #CEMVR-RD-365340-1, between CILCO and U.S. Army Corps of Engineers, Rock Island District (undated). 3. Application for CAAPP Permit, dated 7/7/95, between CILCO and Illinois Environmental Protection Agency. 4. Operating Permit #73010724 I.D. No. 143805AAG, dated 6/20/95, with Title V Permit Application 95070026 pending between CILCO and Illinois Environmental Protection Agency. 5. Joint Construction and Operating Permit #98090079, I.D. No. 143805AAG, dated 12/8/98, between CILCO and Illinois Environmental Protection Agency. 6. Acid Rain Program Phase II Permit, Oris No. 6016, Illinois Environmental Protection Agency I.D. No. 057801AAA, effective 1/1/2000, between CILCO and Illinois Environmental Protection Agency, Phase II Nox Compliance Plan dated 12/18/97, and revision submitted June 27, 2003. 7. NPDES Permit No. IL0055620, dated 5/1/98, between CILCO and Illinois Environmental Protection Agency, and pending renewal application submitted 9/26/02. 8. Operating Permit Grant #78020006 - NSPS Source Revised, dated 11/13/95 and expired 3/6/1998, with Permit Application 95070025 pending between CILCO and Illinois Environmental Protection Agency. 9. Water Pollution Control Permit #2000-EO-1116, dated 8/28/00, between CILCO and Illinois Environmental Protection Agency. 10. Radioactive Material License #IL-01572-01 Amendment #9, dated 10/18/00, between CILCO and Illinois Department of Nuclear Safety. 11. Radioactive Material License #IL-01572-02, dated 2/20/2001, between CILCO and Illinois Department of Nuclear Safety. 12. Draft Acid Rain Phase II Permit No. 143805AAG and Phase II NOx Compliance Plan, dated 12/18/97, between CILCO and Illinois Environmental Protection Agency, and revision submitted June 27, 2003. 13. Federally Enforceable State Operating Permit #73010481, I.D. No. 143065 AMW - Revised, dated 7/25/2002, between CILCO and Illinois Environmental Protection Agency. 14. Boron Variance obtained in CILCO (Duck Creek Station) v. IEPA, PCB 99-21, granted 12/17/98, Illinois Pollution Control Board and CILCO. 15. Sulphur Dioxide Variance and site-specific relief obtained in CILCO v. IEPA, PCB 99-80, granted 6/5/03, Illinois Pollution Control Board and CILCO. 16. Final Alternative Emission Limitation Petition, AES Edwards Station, Unit 3, Oris Code 856, dated 3/26/2002, filed with the U.S. Environmental Protection Agency. 17. Construction Permit #02020038, I.D. No. 057801AAA for Duck Creek Low NOx Burners, dated 3/15/02, between AES - Duck Creek c/o CILCO and Illinois Environmental Protection Agency. 18. Construction Permit #0204006 for Duck Creek SCR, dated 5/3/02, between AES - Duck Creek and Illinois Environmental Protection Agency. 19. Construction Permit #01070072 for Edwards SCR, dated 10/22/01, between Edwards Station c/o AES E.D. Edwards Station and Illinois Environmental Protection Agency. 20. Peoria County Zoning, Building and Use Permit #48235 - Edwards SCR, dated 4/12/02, between AES Edwards Power Plant and County of Peoria, Illinois. 21. Peoria County Construction Permit - Pollution Control Structure & Equipment #7356 - Duck Creek SCR, dated 3/27/02, between AES Duck Creek c/o CILCO and Fulton County, Illinois. 22. Peoria County Edwards Entrance Road Erosion Permit #2001-156, dated 9/28/01, between AES Edwards and County of Peoria, Illinois. 23. Erosion Control Escrow Agreement, dated 8/30/02, between AES Edwards Station and the Peoria County Erosion Control Administrator and the Peoria County Control Treasurer regarding Peoria County Erosion, Sediment and Storm Water Control Permit #2001-156. 24. Peoria County Flood Permit #2001-019F, dated 10/5/01, between AES Edwards and County of Peoria, Illinois. 25. Illinois Pesticide ID Card License No. CAN 05763379 issued to Tim L. Van Middlesworth by the Illinois Department of Agriculture, Bureau of Environmental Programs. 26. Illinois Pesticide ID Card License No. CAN 05763380 issued to Marcus George Boyer by the Illinois Department of Agriculture, Bureau of Environmental Programs. 27. U.S. Environmental Protection Agency NOx Allowance Tracking System Accounts for the benefit of CILCO - Account Numbers: 000856000001 000856000002 000856000003 000856OVERDF 000601600001 999900000195 28. U.S. Environmental Protection Agency SO2 Allowance Tracking System Accounts for the benefit of CILCO - Account Numbers: 000856000001 000856000002 000856000003 000601600001 29. Construction Permit #03050051 for Edwards Units 1 and 2 Flue Gas Conditioning System, dated 5/21/03, between AmerenEnergy Generating Company (CILCO) and Illinois Environmental Protection Agency. 30. NPDES Permit No. ILR108958, dated 9/4/03, between AmerenCILCO and Illinois Environmental Protection Agency. 31. Peoria County Erosion Permit No. 2003-126, dated 8/13/03, between AmerenCILCO Edwards Pwr. Plant and County of Peoria, Illinois. SCHEDULE 2.2(a) RETAINED TRANSMISSION AND DISTRIBUTION ASSETS 1. The overhead and underground communications and electrical transmission and distribution lines (whether consisting of one circuit or more than one circuit) and other overhead and underground transmission, distribution, communication and related facilities and structures, including towers, pole structures, poles, wires, cables, conduits, pipes (including natural gas pipelines and connections), ducts, pumps, controls, switches, relays, circuit breakers, monitoring devices, fiber optic cable and facilities, counterpoise, anchors, ground grid, cathodic protection equipment, manholes, transformers, pedestals, and necessary fixtures, conductors and appurtenances attached thereto, that are located at the Sterling Avenue Facility and an easement is being granted with respect to those such assets used or held for use in connection with Generation Operations. 2. The assets identified on Annex A attached hereto. SCHEDULE 2.2(b) RETAINED CONTRACTS 1. Tolling Agreement between CILCO and AES Medina Valley Cogen LLC (undated). 2. Caterpillar Receivables Assignment and Consent Agreement dated 12/19/00 between CILCO, AES Medina Valley Cogen LLC, Caterpillar, Inc. and Landesbank Hessen-Thuringen Girozentrale, New York Branch. 3. Interconnection Agreement dated 12/29/00 between CILCO and AES Medina Valley Cogen LLC. 4. Services Agreement (Medina) dated 12/29/00 between CILCO and Caterpillar, Inc. (with Lease Agreement, Environmental Agreement and Confidentiality Agreement attached). 5. Ground Lease, dated as of December 16, 1993, by and between Midwest Grain Products, Inc., as lessor, and CILCORP Development Services, Inc., as lessee. 6. Cogeneration Agreement dated 12/16/93 between CILCO, CILCORP, and Midwest Grain Products, Inc. 7. Steam Heat Service Agreement dated 12/16/93 between CILCORP and Midwest Grain Products, Inc. 8. Gas Service Agreement dated 9/1/96 between CILCO and Midwest Grain Products of Illinois. 9. Postage Meter Rental Agreement dated 7/6/99 between CILCO and Ascom Hasler Mailing Systems, Inc. 10. Equipment Rental Agreement dated 7/15/99 between CILCO and Walz Equipment Co. 11. Microsoft Business Agreement dated 6/28/00. 12. Software License and Maintenance Agreement dated 12/9/98 between CILCO and Lodestar Corporation. 13. License Agreement for Proprietary Software Products and Maintenance dated 6/30/94 between CILCO and Compuware Corporation. 14. SCADA System Agreement dated 9/15/97 between CILCO and Valmet Automation (USA), Inc. 15. OASyS Software License Agreement dated 9/15/97 between CILCO and Valmet Automation (USA), Inc. 16. Payroll Services Agreement dated 6/7/00 between CILCO and Ceridian Corporation. 17. Software License between CILCO and Ceridian Corporation (undated). 18. Personal Services Agreement between CILCO and Ceridian Corporation (undated). 19. Letter Agreement dated 9/1/99 between CILCO, Trunkline Gas Company, and Panhandle Eastern Pipe Line Company. 20. Services Agreement (#104819) dated 10/1/00 between CILCO and ANR Pipeline Company. 21. Services Agreement (#104820) dated 11/1/00 between CILCO and ANR Pipeline Company. 22. Firm Transportation Negotiated Rate Agreement for Prearranged Capacity Contract (#117452) dated 11/1/00 between CILCO and Natural Gas Pipeline of America. 23. Firm Transportation Negotiated Rate Agreement for Prearranged Capacity Contract (#116657) dated 4/1/00 between CILCO and Natural Gas Pipeline of America. 24. Firm Transportation Negotiated Rate Agreement for Prearranged Capacity Contract (#117318) dated 5/1/00 between CILCO and Natural Gas Pipeline of America. 25. Professional Services Agreement dated 6/18/98 between CILCO and Computer Associates International, Inc. 26. Master Product License Agreement dated 5/31/94 between CILCO and Platinum Technology, Inc. 27. FCC Radio Station License (Duck Creek Locomotive) dated 9/8/99 between CILCO and the Federal Commerce Commission. 28. FCC Radio Station License (Emergency Communications -- Duck Creek, Edwards, and Energy Control Center) dated 3/26/00 between CILCO and the Federal Commerce Commission. 29. FCC Radio Station License (Edwards Locomotive) dated 9/8/99 between CILCO and the Federal Commerce Commission. 30. FCC Radio Station License (Duck Creek Paging) dated 9/8/99 between CILCO and the Federal Commerce Commission. 31. FCC Radio Station License (Duck Creek Voice) dated 9/8/99 between CILCO and the Federal Commerce Commission. 32. Equipment Lease dated 6/1/93 between CILCO and Ameritech Credit Corporation (as supplemented). 33. Ameritech Priority Service Solutions Maintenance Service Agreement dated 11/14/96 between CILCO and Ameritech Enhanced Business Services. SCHEDULE 2.3(b) - Omitted SCHEDULE 2.3(c) ASSUMED CLAIM LIABILITIES 1. All Liabilities arising out of the Coal Supply Agreement dated 1/1/00 between CILCO and Consolidation Coal Company. 2. All Liabilities arising out of the Coal Supply Agreement (as amended and restated) dated 1/1/87 between CILCO and Freeman United Coal Mining Company. SCHEDULE 2.3(d) CERTAIN ASSUMED LIABILITIES 1. Accumulated deferred income taxes recorded in Account 190, 281, 282 and 283. 2. Accounts payable recorded in Account 232 (consisting primarily of payments due from fuel suppliers and transporters). 3. Accrued real estate taxes recorded in Account 236. 4. Pension and OPEB liability recorded in Account 253. SCHEDULE 2.4(d) RETAINED CLAIM LIABILITIES 1. All Liabilities arising out of or relating to CILCO's Affirmative Action Plan. 2. All Liabilities arising out of or relating to the September 6, 2000 Conciliation Agreement. 3. All Liabilities arising out of or relating to the employment or termination of employment of Marian Head. 4. All Liabilities arising out of or relating to the employment or termination of employment of Ruth Gibbs. 5. All Liabilities arising out of or relating to the bonus programs for CILCO personnel in the Energy Delivery Unit (EDU) and Sales & Marketing (S&M) departments of CILCO. 6. All Liabilities arising out of or relating to Donald Kolzow v. USX Corp., CILCO, et al., Case No. 01 L 002448 (Cook County, IL). 7. All Liabilities arising out of or relating to Huey v. A.W. Chesterton, Inc., et al, case number 02-L-530 (Madison County). 8. All Liabilities arising out of or relating to Klingler v. A.W. Chesterton, Inc., et al, case number 02-L-1066 (Madison County). 9. All Liabilities arising out of or relating to Graves v. Rapid American Corporation, et al, case number 00-L-14281 (Cook County). 10. All Liabilities arising out of or relating to King v. Rapid American Corporation, et al, case number 00-L-4256 (Cook County). 11. All Liabilities arising out of or relating to Johnson v. ACandS, Inc., et al, case number 02-L-178 (Madison County). 12. All Liabilities arising out of or relating to Abegg V. John Crane Inc., et al, case number 02-L-1429 (Madison County). 13. All liabilities arising out of or relating to Clark v. ABB, Inc., et al., Case No. 49-D-02-9601-MI-001-798 (Marion County, Indiana). 14. All liabilities arising out of or relating to Jackie A. Feicke v. A. W. Chesterton, Inc., et al., Case No. 02-L-480 (Peoria County). 15. All liabilities arising out of or relating to Richard Lingenfelter v. A. W. Chesterton, Inc., et al., Case No. 02-L-489 (Peoria County). 16. All liabilities arising out of or relating to Cox v. A. W. Chesterton, Inc., et al., Case No. 02-L-125 (Peoria County). 17. All liabilities arising out of or relating to Frith v. A. W. Chesterton, Inc., et al., Case No. 02-L-1120 (Madison County). 18. All liabilities arising out of or relating to the death of employee Marrice Sayles. SCHEDULE 2.4(e) RETAINED ENVIRONMENTAL LIABILITIES 1. Potential Liabilities associated with four identified former manufactured gas plant sites located at (a) 825 N. McArthur Blvd., Springfield, IL; (b) Persimmon St., Peoria, IL; (c) 531 Court St., Pekin, IL and (d) the Vector-Springfield site, Springfield, IL. 2. Potential Liabilities associated with the former power station site located at 100 Harrison St., Peoria, IL. 3. Potential Liabilities associated with the Pierce Oil & Refining Company site in Springfield, Illinois and not arising out of the Generation Operations at the Facilities. 4. Liabilities associated with the June 15, 2000 Notice of Intent to Pursue Legal Action ("NOI") from the Illinois Environmental Protection Agency regarding alleged permit violations pertaining to the continuous emissions monitoring system at the Indian Trails Facility. 5. The potential Liabilities associated with the past, present and future compliance with all federal, state and local requirements related to the off-site disposal of materials from any of the Retained Assets or Retained Contracts. 6. The potential Liabilities and closure obligations associated with closure of an ash pond at the R.S. Wallace Power Station. 7. The potential Liabilities associated with groundwater exceedances at the R.S. Wallace Power Station. 8. The potential Liabilities associated with an alleged discharge of asbestos into the Illinois River during the demolition of the R.S. Wallace Power Station. 9. The potential Liabilities associated with asbestos abatement relating to the December 1995 implosion of one of the buildings at the R.S. Wallace Power Station. 10. Potential Liabilities associated with the April 23, 2001 Noncompliance Advisories from the Illinois Environmental Protection Agency ("IEPA") for the Hallock Diesel Generators Facility (Lifetime Operating Permit No. 00010058) and the Kickapoo Diesel Generators Facility (Lifetime Operating Permit No. 00010059). 11. Potential Liabilities associated with a March 10, 1998 Notice of Violation issued by the IEPA to CILCO with respect to its operation of a cogeneration facility located in Pekin, Illinois (i.e., the Indian Trails Facility) that is associated with Midwest Grain Products Co. 12. Potential Liabilities associated with past, present and future compliance with federal, state and local statutory, regulatory and permit requirements for the Lincoln Gas Storage Field, the Springfield Service Center, the Indian Trails Facility and the R.S. Wallace Power Station, including without limitation, the requirements in the following permits: (a) Indian Trails Facility Operating Permit No. 94010076, issued by the IEPA on September 22, 1999, expiring March 17, 2002; (b) Lifetime Operating Permit #00010058 for Diesel Generators issued by the IEPA on April 19, 2000, expiring 180 days after the IEPA sends a written request for renewal; (c) 7/20/99 IEPA Termination of NPDES permit for the R.S. Wallace Power Station; (d) 8/24/00 IEPA Certification of Closure for the R.S. Wallace Power Station; (e) Permit No. 1992-004-DE/OP; Supplemental Permit No. 1999-151-SP for modification of existing landfill for the R.S. Wallace Power Station; and (f) Lifetime Operating Permit #00010059 for Diesel Generators issued by the IEPA on April 19, 2000, expiring 180 days after the IEPA sends a written request for renewal. SCHEDULE 4.3 CONSENTS 1. Consent of ISG Resources, Inc. for assignment of Marketing and Management Agreement dated 12/6/00. 2. Consent of IKON Office Solutions, Inc. for assignment of Maintenance and Connectivity Support Agreement dated 2/1/01. 3. Consent of IKON Office Solutions, Inc. for assignment of Maintenance Agreement (undated). 4. Consent of Environmental Systems Corporation for assignment of Software License and Non-Disclosure Agreement dated 12/29/99. 5. Consent of Project Software & Development, Inc. for assignment of Software License Agreement dated 3/17/00. 6. Consent of Qwest Communications Corporation for assignment of Guaranteed Term Agreement dated 6/21/00. 7. Consent of Union Pacific Railroad Company for assignment of Confidential Rail Transportation Contract dated 1/1/00. 8. Consent of Lurgi Lentjes North America for assignment of Catalytic Reactor System at Edwards facility dated July 2001. 9. Consent of Lurgi Lentjes North America for assignment of Catalytic Reactor System at Duck Creek facility dated May 2002. 10. Consent of Harding ESE for assignment of Professional Services Agreement and Environmental Compliance Services Work Order dated 1/4/02. 11. Consent of Chicago and Northwestern Transportation Company for assignment of license agreement covering license # 98604, file 28-387 dated October 10, 1983. 12. Consent of Peoria and Pekin Union Railway Company for assignment of license agreement dated August 15, 1983. 13. Consent of Toledo, Peoria & Western Railroad for assignment of license agreement # 6393 dated September 1, 1983. 14. Approval of the Federal Energy Regulatory Commission for the following items: a. Authorization to implement corporate restructuring and to transfer jurisdictional assets. b. Approval of market based rate authority for AERG. c. Waiver of Commission's interaffiliate power sales transmission pricing rules and code of conduct rules. d. Acceptance of AERG's revised market based rate tariff. e. Approval of form Power Supply Agreement. f. Approval of interconnection agreement between CILCO and AERG. g. Waiver of requirements under FERC Orders 888 and 889. h. Determination of exempt wholesale generator status. SCHEDULE 6.2 EMPLOYEES EX-10.2 4 pwrsupply.txt POWER SUPPLY AGREEMENT Exhibit 10.2 ================================================================================ POWER SUPPLY AGREEMENT dated as of October 3, 2003 by and between AMERENENERGY RESOURCES GENERATING COMPANY And CENTRAL ILLINOIS LIGHT COMPANY d.b.a. AMERENCILCO ================================================================================
TABLE OF CONTENTS ARTICLE I DEFINITIONS.............................................................................................1 Section 1.1 Certain Definitions.........................................................................1 Section 1.2 Interpretation..............................................................................4 Section 1.3 Titles and Headings.........................................................................5 ARTICLE II TERM ........................................................................................5 Section 2.1 Term....................................................................................... 5 Section 2.2 Extended Term(s)............................................................................5 ARTICLE III ASSIGNMENT AND MANAGEMENT OF SUPPLY ASSETS............................................................6 Section 3.1 Assignment..................................................................................6 Section 3.2 Limited Irrevocable Agency..................................................................6 Section 3.3 Scope of Agency.............................................................................6 ARTICLE IV SCOPE OF SERVICES......................................................................................6 Section 4.1 Electric Energy.............................................................................6 Section 4.2 Requirements................................................................................7 Section 4.3 Daily and Hourly Scheduling.................................................................7 Section 4.4 Black Start Capability......................................................................8 Section 4.5 Annual Load Plan and Planned Outage Schedule................................................8 Section 4.6 Transmission................................................................................9 ARTICLE V DELIVERY AND BILLING....................................................................................9 Section 5.1 Delivery and Title..........................................................................9 Section 5.2 Measurement................................................................................10 Section 5.3 Billing....................................................................................10 Section 5.4 Records; Inspection........................................................................10 ARTICLE VI COMPENSATION..........................................................................................11 Section 6.1 CILCO Payments.............................................................................11 Section 6.2 AERG Payments..............................................................................11 ARTICLE VII DAMAGES; LIMITATION OF LIABILITY.....................................................................12 Section 7.1 Damages....................................................................................12 Section 7.2 Limitation of Liability....................................................................12 ARTICLE VIII ARBITRATION.........................................................................................13 Section 8.1 Arbitration................................................................................13 Section 8.2 Acknowledgment.............................................................................13 ARTICLE IX FORCE MAJEURE.........................................................................................13 Section 9.1 Force Majeure..............................................................................13 Section 9.2 Consequences of Force Majeure Event........................................................14
i ARTICLE X ASSIGNMENT.............................................................................................14 ARTICLE XI DEFAULT; TERMINATION AND REMEDIES.....................................................................15 Section 11.1 AERG Default..........................................................................15 Section 11.2 CILCO Default.........................................................................15 Section 11.3 Remedies..............................................................................16 Section 11.4 Effect of Termination.................................................................16 Section 11.5 Provisions Surviving Termination......................................................16 ARTICLE XII REPRESENTATIONS AND WARRANTIES.......................................................................16 Section 12.1 Representations and Warranties of AERG................................................16 Section 12.2 Representations and Warranties of CILCO...............................................17 ARTICLE XIII INDEMNIFICATION.....................................................................................18 ARTICLE XIV MISCELLANEOUS........................................................................................18 Section 14.1 Notices...............................................................................18 Section 14.2 Governing Law; Submission to Jurisdiction; Selection of Forum.........................19 Section 14.3 No Third Party Beneficiaries..........................................................19 Section 14.4 Severability..........................................................................19 Section 14.5 Waivers...............................................................................20 Section 14.6 Confidentiality.......................................................................20 Section 14.7 Entire Agreement and Amendments.......................................................20

APPENDICES ---------- Appendix A System Capacity Requirement Appendix B Supply Assets to be Assigned to AERG Appendix C Supply Assets Subject to Irrevocable Agency Appendix D Strike Price Appendix E Interruptible Customers Appendix F Points of Interconnection ii POWER SUPPLY AGREEMENT ---------------------- This Power Supply Agreement ("Agreement") dated as of October 3, 2003, is entered into by and between AmerenEnergy Resources Generating Company, an Illinois corporation ("AERG"), and, Central Illinois Light Company, an Illinois corporation ("CILCO"); (AERG and CILCO are sometimes referred to herein individually as a "Party" and collectively as the "Parties"). W I T N E S S E T H : WHEREAS, CILCO is a public utility company as defined in Section 3-105 of the Illinois Public Utility Act (220 ILCS 5/3-105) and currently is engaged in the generation, purchase, transmission, distribution and sale of electric energy in the State of Illinois; and WHEREAS, CILCO and AERG have entered into a Contribution Agreement, pursuant to which, AERG will acquire from CILCO certain of CILCO's generation assets; and WHEREAS, CILCO has certain other power supply assets, which pursuant to this Agreement will be assigned to, or managed by, AERG; and WHEREAS, upon consummation of this Agreement and the Contribution Agreement, CILCO will require a source of electric energy in order to fulfill its obligations to provide safe and reliable electric transmission and distribution services as required by the Illinois Public Utilities Act; and WHEREAS, AERG will be the owner of certain generation facilities, located in Illinois, will have access to certain other electric supply assets and will be engaged in the sale of electric energy, capacity and ancillary services; and WHEREAS, AERG desires to deliver and sell, and CILCO desires to receive and purchase, the full requirements of CILCO's System Customers, as defined below; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: ARTICLE I --------- DEFINITIONS ----------- Section 1.1 Certain Definitions. ------------------- As used in this Agreement, (i) the terms set forth below in this Section l.1 shall have the respective meanings so set forth and (ii) the terms defined elsewhere in this Agreement shall have the meanings therein so specified. "AERG Event of Default" shall have the meaning specified in Section 11.1. "Affiliate" shall mean with respect to a corporation, partnership or other entity, each other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entity. "Agreement" shall mean this Power Supply Agreement, together with all Exhibits and Schedules hereto. "Annual Load Plan" shall have the meaning specified in Section 4.5. "Bankruptcy" shall mean any case, action or proceeding under any bankruptcy, reorganization, debt arrangement, insolvency or receivership law or any dissolution or liquidation proceeding commenced by or against a Person and, if such case, action or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in an order for relief or shall remain undismissed for 90 days. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which banks in Chicago, Illinois are authorized or obligated by Law or executive order to close. "Capacity Charge" shall have the meaning specified in Section 6.1(a). "Capacity" shall mean the electric load-carrying capability provided by AERG to CILCO as measured at a Point of Interconnection, expressed in megawatts. "CILCO Control Area" shall mean an area within the metered boundaries of the CILCO control area certified by MAIN and recognized by NERC, which encompasses CILCO's meter-bounded electrical system. "CILCO Event of Default" shall have the meaning specified in Section 11.2. "CILCO Service Area" shall mean the geographic area within which CILCO was lawfully entitled and obligated under the Illinois Public Utility Act to provide electric power and energy to retail customers as of the Effective Date. "Contract Year" shall mean, in the case of the First Contract Year, the period beginning on the Effective Date and ending on December 31 of the calendar year in which such Effective Date occurs; and, in the case of subsequent Contract Years, means a calendar year beginning on January 1 and ending on December 31. First Contract Year refers to the first such period commencing on the Effective Date; Second Contract Year refers to the calendar year immediately following such First Contract Year; and so on. "Contribution Agreement" shall mean that certain Contribution Agreement, dated as of the date first written above, by and between CILCO and AERG. "Effective Date" shall mean the date on which occurs the closing of the transactions contemplated by the Contribution Agreement. "Electric Energy" shall have the meaning specified in Section 4.1. 2 "Emergency Condition" shall mean a condition of the electrical system that would cause a MAIN Callable Reserve Emergency as described in MAIN Guide 5B or similar condition as described by any successor reliability organization. The Callable Reserve requirement of each Reserve Sharing member is located in MAIN Guide 5A, Appendix A. CILCO's current contingency requirement is approximately 38 megawatts. "Energy Charge" shall have the meaning specified in Section 6.1(b). "Extended Term" shall mean any period subsequent to December 31, 2004, during which time this Agreement is in effect pursuant to Section 2.2. "FERC" shall mean the Federal Energy Regulatory Commission or any other successor agency thereto. "Force Majeure Event" shall have the meaning specified in Section 9.1. "Governmental Authority" shall mean any nation or government (including any foreign nation or government), any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation any government authority, agency, department, board, commission or instrumentality of the United States, any state of the United States, or any political subdivision of any of the foregoing. "Initial Term" shall have the meaning specified in Section 2.1. "ISO" shall mean any Person that becomes responsible as an independent system operator under applicable FERC guidelines for the transmission system serving CILCO customers and AERG facilities. "MAIN" shall mean the Mid-America Interconnected Network, Inc., a reliability council under Section 202 of the Federal Power Act, and the regional security coordinator under NERC, established pursuant to the MAIN bylaws and guides, as currently in effect or as amended, or any successor to MAIN. "MWHRS" shall mean Electric Energy expressed in megawatt-hours. "NERC" shall mean the North American Electric Reliability Council, or any successor thereto. "Network Resources" shall mean Network Resources as defined in CILCO's FERC Open Access Transmission Tariff ("OATT"). "Person" shall mean any natural person, corporation, partnership, firm, association, trust, unincorporated organization, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity. "Planned Outage Schedule" shall mean a schedule for a Planned Outage or Outages of Generation Units established in accordance with Section 4.5. 3 "Planned Outage" shall mean the removal of a Generation Unit from service to perform work on specific components that is scheduled in accordance with Section 4.5. "Point of Interconnection" shall mean the metered points of interconnection as delineated in Appendix F. "Requirement of Law" shall mean any foreign, federal, state and local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any federal, state, local or other governmental authority or regulatory body (including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements) or an applicable tariff filed with any federal, state, local or other governmental authority or regulatory body. "Strike Price" for a Supply Asset shall be as delineated in Appendix D. "Summer Month" shall mean each of June, July, August and September. "System Capacity Requirement" for each month shall be as delineated on Appendix A hereto, unless adjusted by CILCO pursuant to Section 4.5. "System Customers" shall mean those customers within the CILCO Service Area which CILCO is obligated to serve under the Illinois Public Utilities Act. Section 1.2 Interpretation. -------------- In this Agreement, unless a clear contrary intention appears: (i) the singular includes the plural and vice versa; (ii) the terms "dollars" and "$" shall mean United States dollars; (iii)reference to any Person includes such Person's successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iv) reference to any gender includes the other gender; (v) reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument or tariff as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (vi) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including, if applicable, rules and regulations promulgated thereunder; 4 (vii)reference to any Section means such Section of this Agreement, and references in any Section or definition to any clause means such clause of such Section or definition; (viii)"hereunder", "hereof" ,"hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof; (ix) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; (x) any rule of construction or interpretation requiring this Agreement to be construed or interpreted for or against any Party as drafter shall not apply to the construction or interpretation hereof; and (xi) relative to the determination of any period of time, "from" means "from and including", "to" means "to but excluding" and "through" means "through and including." Section 1.3 Titles and Headings. ------------------- Section and Appendix titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement. ARTICLE II ---------- TERM ---- Section 2.1 Term. ---- This Agreement shall have a term commencing on the Effective Date and ending on December 31, 2004 (the "Initial Term"), unless earlier terminated as provided in this Agreement. Section 2.2 Extended Term(s). ---------------- This Agreement may be extended beyond the Initial Term by the mutual written agreement of the parties. 5 ARTICLE III ----------- ASSIGNMENT AND MANAGEMENT OF SUPPLY ASSETS ------------------------------------------ Section 3.1 Assignment. ---------- On the Effective Date CILCO shall permanently assign to AERG all of CILCO's rights and obligations under the Supply Assets listed in Appendix B. To the extent the Parties fail to obtain the necessary consents required to accomplish assignment from CILCO to AERG, of any Supply Asset listed on Appendix B, such Supply Asset shall be deemed to be listed on Appendix C, and subject to the provisions of Section 3.2. Section 3.2 Limited Irrevocable Agency. -------------------------- CILCO hereby appoints AERG as its exclusive, limited agent to manage all of CILCO's rights and obligations under the Supply Assets listed in Appendix C. Such agency is irrevocable for the duration of the Term and is coupled with an interest under this Agreement. Section 3.3 Scope of Agency. --------------- For the Supply Assets listed in Appendix C, AERG, in its sole discretion, shall have sole and exclusive rights to schedule, nominate and otherwise manage volumes deliverable from, or any other rights associated with, such assets. AERG shall pay the amounts described in Section 6.2 for use of the Supply Assets during the term. AERG, in its sole discretion, may take any actions on behalf of CILCO as may be reasonably necessary to implement this Agreement; provided, however that any such actions shall not materially adversely affect any rights and obligations CILCO may have under the Supply Assets related to periods subsequent to the Term of this Agreement; and provided further, that AERG's limited agency shall not create or result in the imposition of any other duties of AERG to CILCO, including any duties which may otherwise arise by operation of law. Notwithstanding anything to the contrary in this Agreement, AERG shall not be liable to CILCO except in cases of negligence or willful misconduct and only to the extent consistent with the limitation of damages in Article VII. ARTICLE IV ---------- SCOPE OF SERVICES ----------------- Section 4.1 Electric Energy. --------------- All electric energy provided by AERG under this Agreement ("Electric Energy") shall be in the form of three-phase alternating current having a nominal frequency of approximately sixty cycles per second and a harmonic content consistent with the requirements of the Institute of Electrical and Electronic Engineers Standard No. 519. 6 Section 4.2 Requirements. ------------ (a) AERG shall provide and CILCO shall receive firm electric power and energy in the quantities set forth below. CILCO shall be responsible for all transmission services applicable to transactions under this Agreement. (b) Commencing on the Effective Date through December 31, 2004, and subject to Article IX and Section 4.4 of this Agreement, CILCO shall purchase and AERG shall provide the System Capacity Requirement and all Electric Energy requirements for its System Customers from AERG. (c) In each year, CILCO shall be entitled to purchase associated energy up to the level of, and ancillary services consistent with, the System Capacity Requirement purchased in that year under this Agreement. (d) CILCO shall use any Electric Energy and Capacity purchased under this Agreement to serve only its System Customers, and CILCO shall not resell to non-tariffed customers any Electric Energy provided by AERG under the terms of this Agreement. As part of the Annual Load Planning process pursuant to Section 4.5 of this Agreement, CILCO shall report to AERG its actual and expected System Customer obligations. (e) CILCO, consistent with the terms and conditions of any special contracts and its Illinois Commerce Commission Tariff, shall, upon the request of AERG, immediately curtail deliveries of Electric Energy to its interruptible customers as delineated on Appendix E.. To the extent CILCO fails to comply with such a request of AERG, AERG shall be excused from performing hereunder and shall not be liable for any damages under Article VII or otherwise. If an interruptible customer is eligible under CILCO's tariff to "buy through" an interruption and elects to do so, CILCO shall purchase such "buy through" power from AERG at prevailing market prices. (f) CILCO, consistent with prudent utility practice, shall maintain and operate the Supply Assets delineated in Appendix C. To the extent CILCO fails to provide capacity and Energy from such Supply Assets pursuant to Section 3.3, AERG shall be excused from performance hereunder and shall not be liable for any damages under Article VII or otherwise. Section 4.3 Daily and Hourly Scheduling. --------------------------- (a) By 9:00 a.m. on any day during the Term, CILCO shall provide AERG with its best estimate of the Electric Energy requirements by hour for its System Customers for the next day. CILCO shall provide hourly updates to such best estimate throughout each day. (b) The estimates provided pursuant to Section 4.3(a) shall be non-binding and shall not limit AERG's obligations to meet CILCO's requirements as otherwise provided herein; provided, however, to the extent CILCO fails to notify AERG of any significant changes to CILCO's best estimates, CILCO shall be responsible for any related imbalance charges or costs incurred by AERG and AERG shall not be liable to CILCO for any damages otherwise payable under Article VII. 7 Section 4.4 Black Start Capability. ---------------------- CILCO shall prepare and maintain a written plan setting forth the procedures that would be used to restart the Generation Units after a system-wide blackout. CILCO shall provide a copy of such plan to AERG for its review and approval (which shall not be unreasonably withheld or delayed) as to its overall feasibility (after such approval, the "Black Start Plan"). CILCO shall provide for system restoration in accordance with the Black Start Plan. In addition, CILCO may request that AERG implement a test of such plan from time to time. AERG shall cooperate with CILCO, or any other entity performing the restoration function, in integrating the Black Start Plan into a system restoration plan and shall participate in training and restoration drills. In the event that system restoration is necessary, AERG shall use commercially reasonable efforts to respond to all directions from the entity performing the restoration. Section 4.5 Annual Load Plan and Planned Outage Schedule. -------------------------------------------- (a) On or before (i) the Effective Date, in the case of the First Contract Year, and (ii) the September l immediately preceding the commencement of any subsequent Contract Year, CILCO shall deliver to AERG a written load plan (the "Annual Load Plan") for such Contract Year, which shall set forth (A) the maximum hourly peak load expected in each week in each calendar month (or portion of a calendar month) during such Contract Year, (B) the expected requirements for the ancillary services in each calendar month (or portion of a calendar month) during such Contract Year and (C) the average of maximum load day, average of average load day and average of minimum load day data for each of the following time periods in each calendar month (or portion of a calendar month) during such Contract Year: (1) the weekday NERC on-peak period (5x16); (2) the weekday off-peak period (5x8); (3) the weekend off-peak period (2x24); and (4) any holiday off-peak period (1x24). (b) Following the receipt of an Annual Load Plan, AERG may request that representatives of CILCO meet with its representatives for purposes of discussing and reviewing such Annual Load Plan. In any event, AERG shall, within thirty days of its receipt of an Annual Load Plan, (i) communicate the availability of the Generation Units to be used by CILCO in meeting its MAIN/ISO reliability and reporting requirements for the Contract Year and (ii) provide CILCO with a Planned Outage Schedule. In connection with the development of the Annual Load Plan and the Planned Outage Schedule for a Contract Year, CILCO and AERG may discuss and agree upon specific terms and values associated with the implementation of voluntary curtailment actions for the Contract Year in question. Such terms and values may be adjusted by agreement of the Parties as appropriate during the applicable Contract Year. (c) To the extent CILCO anticipates that due to load growth or other factors the System Capacity Requirement will be insufficient to meet actual system load, CILCO by September 1 of that year preceding any Contract Year may request that the System Capacity Requirement be increased by up to 4% for any Contract Year. For any amounts in excess of the System Capacity Requirement as adjusted pursuant to this Section 4.5, CILCO may request additional capacity and such capacity and any associated energy deliveries will be provided by AERG at mutually agreeable market prices. 8 (d) To the extent CILCO experiences a loss of System Customer load due to such customer's opting for unbundled delivery services, CILCO may request up to a 10% reduction in System Capacity Requirement in any Contract Year. Such reduction shall be permanent and AERG shall have no obligation to provide System Capacity Requirement, Electric Energy and ancillary services above the reduced amount. Nothing in this section shall limit CILCO's ability to request and increase in the System Capacity Requirement under Section 4.5(c) of up to 4% in any subsequent year. (e) AERG shall be responsible for all operation and maintenance of the Generation Units transferred under the Contribution Agreement and shall bear all costs and liabilities related thereto. (f) CILCO shall designate AERG's Generation Units as Network Resources for each Contract Year in respect to an Annual Load Plan. Notwithstanding any such designation, such Generation Units may or may not be used by AERG, at AERG's sole discretion, to meet CILCO's requirements for Electric Energy. (g) AERG shall undertake to schedule and/or adjust Planned Outages of Generation Units for a Contract Year in accordance with Prudent Utility Practice and so as to schedule such outages during non Summer Months and/or low use periods and to minimize Planned Outages during the Summer Months. (h) Upon request of AERG, CILCO shall provide weekly updates to AERG regarding an Annual Load Plan to reflect any changes in expectations or circumstances. AERG shall provide to CILCO, at a minimum, weekly updates regarding Generation Unit status, condition, and availability. Section 4.6 Transmission. ------------ (a) CILCO shall schedule the transmission within the CILCO Control Area of Electric Energy delivered by AERG to CILCO for CILCO's System Customers. (b) The Parties acknowledge that this Agreement provides only for delivery by AERG of Electric Energy to the Points of Interconnection and each Party is responsible for obtaining and scheduling any necessary transmission services. ARTICLE V --------- DELIVERY AND BILLING -------------------- Section 5.1 Delivery and Title. ------------------ Electric Energy purchased by CILCO from AERG shall be delivered by AERG to CILCO, and title to, and risk of loss for, such Electric Energy shall pass to CILCO at any Point of Interconnection with CILCO's transmission system. 9 Section 5.2 Measurement. ----------- The amount of Electric Energy delivered by AERG to CILCO under this Agreement during a given hour shall be determined by: (a) taking the total Electric Energy delivered by or on behalf of AERG for such hour from (x) outside the CILCO Control Area to an interconnection with the CILCO transmission system, as established by scheduled deliveries of such Electric Energy at such interconnection, for delivery into the CILCO Control Area, and (y) Generation Units in the CILCO Control Area, as established by readings from meters at such facilities, less (z) the amount of Electric Energy delivered by AERG to CILCO during the period covered by a Force Majeure Event which is not obtained or supplied through AERG's Supply Assets or other generation capacity; and (b) subtracting from the total under Section 5.2(a) the amount of scheduled deliveries of Electric Energy (grossed-up for line losses, if not already so grossed-up) delivered by or on behalf of AERG for such hour to (x) an interconnection between the CILCO transmission system and the transmission system of a third party, for delivery outside of the CILCO Service Area and (y) non-CILCO customers in CILCO's Service Area. Section 5.3 Billing. ------- (a) Within fifteen days after the end of each calendar month, AERG shall render an invoice to CILCO setting forth (i) all amounts due to AERG pursuant to this Agreement for the immediately preceding calendar month and (ii) all amounts remaining unpaid from previous calendar months. Any amounts due to CILCO from AERG shall, at AERG's option, be credited on the invoice or paid to CILCO under the same terms specified herein for CILCO's payments to AERG. Failure by AERG to render such invoice within the fifteen-day period shall not preclude AERG from subsequently rendering an invoice for the relevant calendar month. (b) Subject to the provisions of Section 5.4, CILCO shall pay any balance set forth in any invoice under Section 5.3(a) by Automated Clearing House ("ACH") transfer of immediately available funds to the account specified in the invoice within ten days after receipt of the invoice. (c) If CILCO disputes any amount in any invoice issued by AERG, the amount not in dispute shall be timely paid by CILCO, and any disputed amount which is ultimately determined to have been payable shall be paid within ten (10) days following such determination. Any dispute which is not promptly resolved by mutual agreement of the Parties shall be resolved in accordance with the provisions of Section 8.1. Section 5.4 Records; Inspection. ------------------- (a) Each Party shall keep and maintain all records as may be necessary or useful in performing or verifying any calculations or charges made pursuant to this Agreement or in verifying such Party's performance hereunder. All such records shall be retained by each Party for at least three calendar years following the calendar year in which such records were created. Each Party shall make such records available to the other Party for inspection and copying, at the other Party's expense, upon reasonable notice during such Party's regular business hours. Each 10 Party and its agents, including auditors, shall have the right, upon thirty days written notice prior to the end of an applicable three calendar year period, to request copies of such records. Each Party shall provide such copies, at the other Party's expense, within thirty days of receipt of such notice or shall make such records available to the other Party and its agents, including auditors, in accordance with the foregoing provisions of this Section 5.4. (b) Each of the Parties, as well as their respective representatives, shall have the right, at their sole expense, upon reasonable notice and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation relating to charges under this Agreement. ARTICLE VI ---------- COMPENSATION ------------ Section 6.1 CILCO Payments -------------- CILCO shall pay to AERG, each calendar month during the Initial Term, the following amounts: (a) an amount equal to $7,235/MW x System Capacity Requirement (the "Capacity Charge"); (b) an amount equal to $17.05/MWHR x actual MWHRS taken by CILCO as measured in accordance with Section 5.2 of this Agreement (the "Energy Charge"); (c) an amount reflecting any mutually agreed to pricing for additional capacity purchased, and energy delivered, in excess of the System Capacity Requirement pursuant to Section 4.5(c); and (d) for each ancillary service required to be provided by AERG to CILCO, a rate equivalent to the rate in the corresponding Schedule of CILCO's FERC-approved Ancillary Service Tariff ("AST"), or any successor tariff, in accordance with the following:
- ---------------------------------------------------------------------------------------------- ----------------------- AST Ancillary Services Corresponding AST Schedule - ---------------------------------------------------------------------------------------------- ----------------------- Reactive Power Supply and Voltage Control from Generation Sources Schedule 2 - ---------------------------------------------------------------------------------------------- ----------------------- Regulation and Frequency Response Service Schedule 3 - ---------------------------------------------------------------------------------------------- ----------------------- Energy Imbalance Service Schedule 4 - ---------------------------------------------------------------------------------------------- ----------------------- Retail Energy Imbalance Service Schedule 4A - ---------------------------------------------------------------------------------------------- ----------------------- Operating Reserve - Spinning Reserve Service Schedule 5 - ---------------------------------------------------------------------------------------------- ----------------------- Operating Reserve - Supplemental Reserve Service Schedule 6 - ---------------------------------------------------------------------------------------------- -----------------------
Section 6.2 AERG Payments ------------- AERG shall pay to CILCO, each calendar month during the Initial Term, an amount equal to the applicable Strike Price for any particular Supply Asset, as delineated in Appendix D, 11 multiplied by the total MWHRS requested and delivered during such calendar month from that Supply Asset. ARTICLE VII ----------- DAMAGES; LIMITATION OF LIABILITY -------------------------------- Section 7.1 Damages. ------- If AERG fails to deliver up to the System Capacity Requirement, as adjusted pursuant to Section 4.5, then, as the sole and exclusive remedy for such failure, AERG shall pay to CILCO an amount representing (i) the excess, if any between the cost of cover and the amount AERG would have been entitled to charge CILCO for such Electric Energy under this Agreement, plus (ii) any commercially reasonable charges, expenses or commissions incurred necessarily by CILCO directly in connection with effecting cover, less (iii) expenses saved in consequence of AERG's breach. Notwithstanding the foregoing: (i) AERG shall not be liable for the failure to deliver Electric Energy under this Agreement if AERG's performance is excused under Article III, Section 4.5 or Article IX; and (ii) under no circumstances shall AERG's liability for damages exceed $30 million, in the aggregate, for any contract year, or portion thereof. The Parties agree that it would be difficult, if not impossible, to prove the amount of damages suffered in the event of a breach of this Agreement, and that in the event of such a breach, AERG would pay to CILCO the amounts specified in this Section 7.1 as liquidated damages and not as a penalty. The Parties agree that such sums make a reasonable forecast of probable actual loss, because of the difficulty in estimating with exactness the damage that might result. Section 7.2 Limitation of Liability. ----------------------- In no event or under any circumstances shall either Party (including such Party's Affiliates and such Party's and such Affiliates' respective directors, officers, employees and agents) be liable to the other Party (including such Party's Affiliates and such Party's and such Affiliate's respective directors, officers, employees and agents) for any special, incidental, exemplary, indirect, punitive or consequential damages or damages in the nature of lost profits, whether such loss is based on contract, warranty or tort (including intentional acts, errors or omissions, negligence, indemnity, strict liability or otherwise). Subject to Section 7.1, which may further limit the recovery of damages, a Party's liability under this Agreement shall be limited to direct, actual damages, and all other damages at law or in equity are waived. 12 ARTICLE VIII ------------ ARBITRATION ----------- Section 8.1 Arbitration. ----------- Any dispute or need for interpretation arising out of this Agreement shall be submitted to binding arbitration by one arbitrator who has not previously been employed by either Party, has knowledge of and experience with the competitive electric power sales industry and does not have a direct or indirect interest in either party or the subject matter of the arbitration. Such arbitrator shall either be as mutually agreed by the parties within twenty (20) business days after written notice from either Party requesting arbitration, or failing agreement, shall be selected under the expedited rules of the American Arbitration Association. Either Party may initiate arbitration by written notice to the other Party and the arbitration shall be conducted according to the following: (a) the arbitrator shall be limited to selecting only one of the two final proposals submitted by the Parties; (b) each Party shall divide equally the cost of the arbitrator and the hearing and each Party shall be responsible for its own expenses and those of its counsel and representatives; (c) the arbitrator shall issue the decision within sixty (60) days of selection and such decision shall include an explanation to the parties of the decision in a written opinion; (d) the hearing shall be conducted on a confidential basis without continuance or adjournment; and (e) evidence concerning the financial position or organizational make-up of the parties, any offer made or the details of any negotiation prior to arbitration and the cost of the parties of their representatives and counsel shall not be permissible. Section 8.2 Acknowledgment. -------------- Each Party understands and agrees that it shall not be able to bring a lawsuit concerning any dispute that may arise under this Agreement which is covered by the arbitration provision, other than to compel arbitration or to enforce an arbitration award. ARTICLE IX ---------- FORCE MAJEURE ------------- Section 9.1 Force Majeure. ------------- AERG and CILCO shall not be liable for or on account of any damage, loss (including profit from operations), injury or expense that may be occasioned by any failure, interruption or delay in the delivery or receipt of power and energy hereunder, when such failure, interruption or delay is due to (a) AERG's compliance with any Emergency Condition procedure of the ISO or (b) forces beyond the reasonable control of the Party experiencing the difficulty, including, but not limited to, fires, strikes, labor stoppages, epidemics, floods, earthquakes, lightening storms, ice, acts of God, riots, civil disturbances, civil war, invasion, insurrection, military or usurped power, war, sabotage, explosions, failure of suppliers of materials or fuel, inability to obtain or ship material, fuel or equipment because of the effect of similar causes on suppliers or carriers, 13 or restraint by government agencies prohibiting or failing to approve acts necessary to performance hereunder or permitting any such act only subject to unreasonable conditions (collectively, "Force Majeure Events"); provided, however, that upon learning of any failure, interruption or delay of the forgoing type, the Party experiencing the difficulty shall make diligent effort to notify the other Party of the failure, interruption or delay and shall use due, and in its judgment, practicable diligence to remove the cause or causes thereof; and provided further, that AERG or CILCO shall not be required by the foregoing provisions to settle a strike or labor negotiations except in the best judgment of the Party experiencing the difficulty such settlement seems advisable. Section 9.2 Consequences of Force Majeure Event. ----------------------------------- During a Force Majeure Event: (a) AERG shall continue to have the obligation to supply Electric Energy; (b) if AERG is unable to provide Electric Energy to CILCO during such period using its existing generation capacity and Supply Assets, it shall supply such energy at prevailing "market rates;" (c) CILCO's obligation to pay the Capacity Charge under Section 6.1(a) shall continue as and when such charges are due pursuant to this Agreement; and (d) to the extent CILCO is required as a result of a Force Majeure Event to procure additional capacity to satisfy MAIN requirements, and such additional capacity is procured by AERG; (i) during the first 120 consecutive days while any such requirement is imposed CILCO shall pay AERG an amount equal to the capacity charge incurred for such additional capacity, less the Capacity Charge due to AERG for the same time period, but only to the extent such amount is greater than zero; (ii) thereafter, CILCO shall pay to AERG an amount equal to AERG's cost for obtaining such additional capacity. ARTICLE X --------- ASSIGNMENT ---------- Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, a Party may assign this Agreement and all of its rights and obligations hereunder to any Affiliate or to any third party in connection with the transfer or sale of all or substantially all of its business, or to which it may transfer all or substantially all of its assets to which this Agreement relates, or in the event of its merger, consolidation, change in control or similar transaction, without obtaining the prior written consent of the other party, 14 provided that the assigning party remains liable under this Agreement and that the third party assignee or surviving entity assumes in writing all of its obligations under this Agreement. ARTICLE XI ---------- DEFAULT; TERMINATION AND REMEDIES --------------------------------- Section 11.1 AERG Default. ------------ The occurrence and continuation of any of the following events or circumstances at any time during the Initial Term or any Extended Term, except to the extent caused by or resulting from an act or omission of CILCO in breach of this Agreement, shall constitute an event of default by AERG ("AERG Event of Default"): (a) AERG fails to pay any sum due from it hereunder on the due date thereof and such failure is not remedied within 10 Business Days after receipt of written notice thereof from CILCO, (b) AERG's Bankruptcy; or (c) AERG fails in any material respect to perform or comply with any other obligation in this Agreement, which failure materially and adversely affects CILCO, and if reasonably capable of remedy, is not remedied within 60 days after CILCO has given written notice to AERG of such failure and requiring its remedy; provided, however, that if such remedy cannot reasonably be cured within such 60-day period, such failure shall not constitute a AERG Event of Default if AERG has promptly commenced and is diligently proceeding to cure such default. Section 11.2 CILCO Default. ------------- The occurrence and continuation of any of the following events or circumstances at any time during the Initial Term or any Extended Term, except to the extent caused by, or resulting from, an act or omission of AERG in breach of this Agreement, shall constitute an event of default by CILCO ("CILCO Event of Default"): (a) CILCO fails to pay any amount due from it pursuant to Section 5.3(b) hereof on the due date thereof and such failure is not remedied within 10 Business Days after receipt of written notice thereof from AERG; (b) CILCO's Bankruptcy; or (c) CILCO fails in any material respect to perform or comply with any other obligation in this Agreement, which failure materially and adversely affects AERG, and if reasonably capable of remedy, is not remedied within 60 days after AERG has given written notice to CILCO of such failure and requiring its remedy; provided, however, that if such remedy cannot reasonably be cured within such 60-day period, such failure shall not constitute a 15 CILCO Event of Default if CILCO has promptly commenced and is diligently proceeding to cure such default. Section 11.3 Remedies. -------- If an Event of Default has occurred, the non-defaulting Party, in its sole discretion, may take one or more of the following actions: (a) proceed pursuant to the dispute resolution procedures set forth in Article VIII; or (b) by 60 days advance written notice to the defaulting Party, the non-defaulting Party may terminate this Agreement and seek damages. In the case of an Event of Default or a termination of this Agreement, the rights and remedies provided for in this Agreement shall be the exclusive remedies available to the Parties, and all other rights and remedies existing at law or in equity are waived. Section 11.4 Effect of Termination. --------------------- Upon the termination of this Agreement, all rights and obligations under the Supply Assets listed in Appendices B and C shall be re-assigned and revert back to CILCO. Section 11.5 Provisions Surviving Termination. -------------------------------- The provisions of Section 5.4 (Records; Inspection) and Article VII (Damages; Limitation of Liability), Article XI (Default; Termination and Remedies) Article XIII (Indemnification) and Section 14.6 (Confidentiality) shall survive any termination of this Agreement. ARTICLE XII ----------- REPRESENTATIONS AND WARRANTIES ------------------------------ Section 12.1 Representations and Warranties of AERG. -------------------------------------- AERG hereby makes the following representations and warranties to CILCO: (a) AERG is a corporation duly organized, validly existing and in good standing under the laws of Illinois and has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) the execution, delivery and performance by AERG of this Agreement have been duly authorized by all necessary corporate action; 16 (c) the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of and compliance with the provisions of this Agreement do not and will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any legal requirements, or any organizational documents, agreement, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which AERG is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing; (d) this Agreement constitutes the legal, valid and binding obligation of AERG enforceable in accordance with its terms, except as such enforceability may be limited by Bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; (e) there is no pending, or to the knowledge of AERG, threatened action or proceeding affecting AERG before any Governmental Authority, which purports to affect the legality, validity or enforceability of this Agreement; and (f) AERG has all necessary approvals from Governmental Authorities for it to perform its obligations under this Agreement. Section 12.2 Representations and Warranties of CILCO. --------------------------------------- CILCO hereby makes the following representations and warranties to AERG: (a) CILCO is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) the execution, delivery and performance by CILCO of this Agreement have been duly authorized by all necessary corporate action; (c) the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of and compliance with the provisions of this Agreement do not and will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any legal requirements, or its articles of incorporation or bylaws, or any deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which CILCO is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing; (d) this Agreement constitutes the legal, valid and binding obligation of CILCO enforceable in accordance with its terms, except as such enforceability may be limited by Bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; 17 (e) there is no pending, or to the knowledge of CILCO, threatened action or proceeding affecting CILCO before any Governmental Authority, which purports to affect the legality, validity or enforceability of this Agreement; and (f) CILCO has all necessary approvals from Governmental Authorities for it to perform its obligations under this Agreement. ARTICLE XIII ------------ INDEMNIFICATION --------------- Each Party shall indemnify and hold harmless the other Party, its officers, directors, agents and employees from and against any and all claims, demands, actions, losses, liabilities, expenses (including reasonable legal fees and expenses), suits and proceedings of, from or brought by any third party of any nature whatsoever for personal injury, death or property damage to each other's property or facilities or personal injury, death or property damage to third parties caused by the negligence or willful misconduct of the indemnifying Party that arise out of or are in any manner connected with the performance of this Agreement, except to the extent such injury or damage is attributable to the negligence or willful misconduct of, or breach of this Agreement by, the Party seeking indemnification hereunder. Title, and all risk relating to, all Electric Energy purchased by CILCO under this Agreement shall pass to CILCO at the respective Points of Interconnection. CILCO shall indemnify AERG for liability from Electric Energy once sold and delivered at such Points of Interconnection, and AERG shall indemnify CILCO for liability from Electric Energy prior to its delivery at such Points of Interconnection. ARTICLE XIV ----------- MISCELLANEOUS ------------- Section 14.1 Notices. ------- All notices and other communications hereunder shall be in writing and shall be deemed to have been given if (i) delivered in person (to the individual whose attention is specified below) or via facsimile (followed immediately with a copy in the manner specified in clause (ii) hereof), (ii) sent by prepaid first-class registered or certified mail, return receipt requested, or (iii) sent by recognized overnight courier service, as follows: to CILCO: Central Illinois Light Company 300 Liberty Street Peoria, Illinois 61602-1404 Attention: General Counsel 18 to AERG: AmerenEnergy Resources Generating Company One Ameren Plaza 1901 Chouteau Avenue St. Louis, Missouri 63103 Attention: General Counsel or to such other address as any party hereto may, from time to time, designate in a written notice given in like manner. All notices and other communications hereunder shall be deemed effective either (i) the day of receipt when delivered by hand, facsimile or overnight courier; or (ii) three Business Days from the date deposited in the mail in the manner specified above. Section 14.2 Governing Law; Submission to Jurisdiction; Selection of Forum. ------------------------------------------------------------- This agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, without regard to its principles of conflicts of laws. Subject to Article VII, each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or any ancillary document or the transactions contained in or contemplated hereby or thereby, whether in tort or contract or at law or in equity, exclusively in a court of the State of Illinois (the "Chosen Courts") and (i) irrevocably submits to the exclusive jurisdiction of the chosen courts, (ii) waives any objection to laying venue in any such action or proceeding in the chosen courts, (iii) waives any objection that the chosen courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon a Party in any such action or proceeding shall be effective if notice is given in accordance with Section 13.1 of this Agreement. Section 14.3 No Third Party Beneficiaries. ---------------------------- This Agreement is intended to be solely for the benefit of the Parties and their successors and permitted assigns and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. The Parties' successors and permitted assigns shall be bound by the provisions of this Agreement. Section 14.4 Severability. ------------ The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof or thereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. 19 Section 14.5 Waivers. ------- The failure of either Party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of a Party thereafter to enforce each and every such provision. A waiver under this Agreement must be in writing and state that it is a waiver. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. Section 14.6 Confidentiality. --------------- Each Party agrees that it will treat in confidence all documents, materials and other information marked "Confidential" or "Proprietary" by the disclosing Party ("Confidential Information") which it shall have obtained during the course of the negotiations leading to, and its performance of, this Agreement (whether obtained before or after the date of this Agreement). As used herein, the term "Confidential Information" shall not include any information which (i) is or becomes available to a Party from a source other than the other Party, (ii) is or becomes available to the public other than as a result of disclosure by the receiving Party or its agents or (iii) is required to be disclosed under applicable law or judicial, administrative or regulatory process, but only to the extent it must be disclosed. Section 14.7 Entire Agreement and Amendments. ------------------------------- This Agreement supersedes all previous representations, understandings, negotiations and agreements, either written or oral, between the Parties or their representatives with respect to the supply and delivery of Electric Energy and constitutes the entire agreement of the Parties with respect thereto. [SIGNATURE PAGE FOLLOWS] 20 IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Power Supply Agreement as of the date first above written. CENTRAL ILLINOIS LIGHT COMPANY, an Illinois corporation d.b.a. AMERENCILCO By: /s/ G.L. Rainwater ------------------------------------ Name: G.L. Rainwater Title: President AMERENENERGY RESOURCES GENERATING COMPANY, an Illinois corporation By: /s/ Daniel F. Cole ------------------------------------ Name: Daniel F. Cole Title: President 21 Appendix A System Capacity Requirement 22 Appendix B Supply Assets to be Assigned to AERG 23 Appendix C Supply Assets Subject to Irrevocable Agency 24 Appendix D Strike Price 25 Appendix E Interruptible Customers 26 Appendix F Points of Interconnection 27 EX-10.3 5 moneypool-2ndamendagt.htm SECOND AMENDED UTILITY MONEY POOL AGREEMENT
Exhibit 10.3

SECOND AMENDED
AMEREN CORPORATION SYSTEM
UTILITY MONEY POOL AGREEMENT

        This UTILITY MONEY POOL AGREEMENT made and entered into on the 25th day of March, 1999, as amended September 15, 2003 and October 20, 2003 by and among Ameren Corporation (“Ameren”), a Missouri corporation and a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the “Act”); Ameren Services Company (“Ameren Services”), a Missouri corporation and a subsidiary service company of Ameren; Union Electric Company, doing business as AmerenUE (“AmerenUE”), a Missouri corporation and a utility subsidiary of Ameren; Central Illinois Public Service Company, doing business as AmerenCIPS (“AmerenCIPS”), an Illinois corporation and a utility subsidiary of Ameren, Central Illinois Light Company, doing business as AmerenCILCO (“AmerenCILCO”), an Illinois corporation and an indirect utility subsidiary of Ameren and AmerenEnergy Resources Generating Company, an Illinois corporation and direct subsidiary of AmerenCILCO (“AERG”) (each a “Party” and collectively, the “Parties”).

        WHEREFORE, the Parties from time to time have need to borrow funds on a short-term basis, and some of the Parties from time to time are expected to have funds available to loan on a short-term basis;

        WHEREAS, by the Utility Money Pool Agreement (“Agreement”) dated March 25, 1999 all of the Parties, except AmerenCILCO and AERG, established a pool (the “Utility Money Pool”) to coordinate and provide for certain of their short-term cash and working capital requirements;

        WHEREAS, on January 31, 2003 Ameren acquired CILCORP Inc. including AmerenCILCO;

        WHEREAS, the Agreement dated March 25, 1999 was amended on September 15, 2003 to add AmerenCILCO as a party to the Utility Money Pool and to make minor changes to the Utility Money Pool Agreement;

        WHEREAS, effective October 3, 2003 AmerenCILCO transferred certain electric generating assets to AERG and AERG commenced operations as a “public utility” as defined by the Act;

        WHEREAS, AERG is not a utility under Illinois law; and

        WHEREAS, the Parties desire to add AERG as a party to the Agreement and to allow AERG to be a lender to, but not a borrower from, the Utility Money Pool.

        NOW THEREFORE, in consideration of the premises, and the mutual promises set forth herein, the Parties hereto agree as follows:

        ARTICLE I
        CONTRIBUTIONS AND BORROWINGS

        Section 1.1 Contributions to Utility Money Pool. Each Party will determine each day, on the basis of cash flow projections and other relevant factors, in such Party’s sole discretion, the amount of funds it has available for contribution to the Utility Money Pool, and will contribute such funds to the Utility Money Pool. The determination of whether a Party at any time has surplus funds to lend to the Utility Money Pool or shall lend funds to the Utility Money Pool will be made by such Party’s Treasurer, or by a designee thereof, on the basis of cash flow projections and other relevant factors, in such Party’s sole discretion. Each Party may withdraw any of its funds at any time upon notice to Ameren Services as administrative agent of the Utility Money Pool.

        Section 1.2 Rights to Borrow. Subject to the provisions of Section 1.4(b) of this Agreement, short-term borrowing needs of the Parties, with the exception of Ameren and AERG, may be met by funds in the Utility Money Pool to the extent such funds are available. Each Party (other than Ameren and AERG) shall have the right to make short-term borrowings from the Utility Money Pool from time to time, subject to the availability of funds and the limitations and conditions set forth herein and in the applicable orders of the Securities and Exchange Commission (“SEC”). AmerenUE’s aggregate principal amount of borrowings outstanding at any one time from the Utility Money Pool will be limited to $500 million. Each Party (other than Ameren and AERG) may request loans from the Utility Money Pool from time to time during the period from the date hereof until this Agreement is terminated by written agreement of the Parties; provided, however, that the aggregate amount of all loans requested by any Party hereunder shall not exceed the applicable borrowing limits set forth in applicable orders of the SEC and other relevant regulatory authorities, resolutions of such Party’s shareholders and Board of Directors, such Party’s governing corporate documents, and agreements binding upon such Party. No Party shall be obligated to borrow from the Utility Money Pool if lower cost funds can be obtained from external borrowing. No loans through the Utility Money Pool will be made to, and no borrowings through the Utility Money Pool will be made by, Ameren or AERG.

        Section 1.3 Source of Funds. (a) Funds will be available through the Utility Money Pool from the following sources for use by the Parties from time to time: (i) surplus funds in the treasuries of Parties other than Ameren, (ii) surplus funds in the treasury of Ameren, and (iii) proceeds from bank borrowings and the sale of commercial paper by Parties (“External Funds”), in each case to the extent permitted by applicable laws and regulatory orders. Funds will be made available from such sources in such other order as Ameren Services, as administrator of the Utility Money Pool, may determine will result in a lower cost of borrowing to Parties borrowing from the Utility Money Pool,

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consistent with the individual borrowing needs and financial standing of the Parties providing funds to the Utility Money Pool.

    (b)        Borrowing Parties will borrow pro rata from each lending Party in the proportion that the total amount loaned by such lending Party bears to the total amount then loaned through the Utility Money Pool. On any day when more than one fund source (e.g., surplus treasury funds of Ameren and other Utility Money Pool participants (“Internal Funds”) and External Funds), with different rates of interest, is used to fund loans through the Utility Money Pool, each borrowing Party will borrow pro rata from each fund source in the same proportion that the amount of funds provided by that fund source bears to the total amount of short-term funds available in the Utility Money Pool.
Section 1.4 Authorization. (a) Each loan shall be authorized by the lending Party's Treasurer, or by a designee thereof.
    (b)        All borrowings from the Utility Money Pool shall be authorized by the borrowing Party’s Treasurer, or by a designee thereof. No Party shall be required to effect a borrowing through the Utility Money Pool if such Party determines that it can (and is authorized to) effect such borrowing at lower cost directly from banks or through the sale of its own commercial paper in an existing commercial paper program.

        Section 1.5 Interest. Each Party receiving a loan shall accrue interest monthly on the unpaid principal amount of such loan in the Utility Money Pool from the date of such loan until such principal amount shall be paid in full.

    (a)        If only Internal Funds comprise the funds available in the Utility Money Pool, the interest rate applicable to loans of such Internal Funds shall be the CD yield equivalent of the 30-day Federal Reserve “AA” Non-Financial commercial paper composite rate (or, if no such rate is established for that day, then the applicable rate shall be the rate for the next preceding day for which such rate was established).

    (b)        If only External Funds comprise the funds available in the Utility Money Pool, the interest rate applicable to loans of such External Funds shall be equal to the lending Party’s cost for such External Funds (or, if more than one Party had made available External Funds on such day, the applicable interest rate shall be a composite rate, equal to the weighted average of the cost incurred by the respective Parties for such External Funds).

    (c)        In cases where both Internal Funds and External Funds are concurrently borrowed through the Utility Money Pool, the rate applicable to all loans comprised of such “blended” funds shall be a composite rate, equal to the weighted average of the (i) cost of all Internal Funds contributed by Parties (as determined pursuant to Section 1.5(a) above) and (ii) the cost of all such External Funds (as determined pursuant to Section 1.5(b) above); provided, that in circumstances where Internal Funds and External Funds are available for loans through the Utility Money Pool, loans may be made exclusively

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from Internal Funds or External Funds, rather than from a “blend” of such funds, to the extent it is expected that such loans would result in a lower cost of borrowing.

        Section 1.6 Certain Costs. The cost of compensating balances and/or fees paid to banks to maintain credit lines by Parties lending External Funds to the Utility Money Pool shall initially be paid by the Party maintaining such line. A portion of such costs shall be retroactively allocated every month to the Parties borrowing such External Funds through the Utility Money Pool in proportion to their respective daily outstanding borrowings of such External Funds.

        Section 1.7 Repayment. Each Party receiving a loan hereunder shall repay the principal amount of such loan, together with all interest accrued thereon, on demand and in any event within one year of the date on which such loan was made. All loans made through the Utility Money Pool may be prepaid by the borrower without premium or penalty.

        Section 1.8 Form of Loans to Parties. Loans to the Parties through the Utility Money Pool will be made pursuant to open-account advances, repayable upon demand and in any event not later than one year after the date of the advance; provided, that each lending Party shall at all times be entitled to receive upon demand one or more promissory notes evidencing any and all loans by such lender. Any such note shall: (a) be substantially in the form filed as Exhibit B to the Form U-1 Application-Declaration in File No. 70-9423, (b) be dated as of the date of the initial borrowing, (c) mature on demand or on a date agreed by the Parties to the transaction, but in any event not later than one year after the date of the applicable borrowing, and (d) be repayable in whole at any time or in part from time to time, without premium or penalty.

        ARTICLE II
        OPERATION OF UTILITY MONEY POOL

        Section 2.1 Operation. Operation of the Utility Money Pool, including record keeping and coordination of loans, will be handled by Ameren Services under the authority of the appropriate officers of the Parties. Ameren Services shall be responsible for the determination of all applicable interest rates and charges to be applied to advances outstanding at any time hereunder, shall maintain records of all advances, interest charges and accruals and interest and principal payments for purposes hereof, and shall prepare periodic reports thereof for the Parties. Ameren Services will administer the Utility Money Pool on an “at cost” basis. Separate records shall be kept by Ameren Services for the Utility Money Pool established by this agreement and any other money pool administered by Ameren Services.

        Section 2.2 Investment of Surplus Funds in the Utility Money Pool. Funds not required to meet Utility Money Pool loans (with the exception of funds required to satisfy the Utility Money Pool’s liquidity requirements) will ordinarily be invested in one or more short-term investments, including: (i) interest-bearing accounts with banks; (ii)

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obligations issued or guaranteed by the U.S. government and/or its agencies and instrumentalities, including obligations under repurchase agreements; (iii) obligations issued or guaranteed by any state or political subdivision thereof, provided that such obligations are rated not less than A by a nationally recognized rating agency; (iv) commercial paper rated not less than A-1 or P-1 or their equivalent by a nationally recognized rating agency; (v) money market funds; (vi) bank certificates of deposit and bankers acceptances; (vii) Eurodollar certificates of deposit or time deposits; (viii) investment grade medium term notes, variable rate demand notes and variable rate preferred stock; and (ix) such other investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder but only if also permitted by either applicable rule or order by each state commission having jurisdiction over such investments or by applicable statutes of each such state.

        Section 2.3 Allocation of Interest Income and Investment Earnings. The interest income and other investment income earned by the Utility Money Pool on loans and investment of surplus funds will be allocated among the Parties in accordance with the proportion each Party’s contribution of funds in the Utility Money Pool bears to the total amount of funds in the Utility Money Pool and the cost of any External Funds provided to the Utility Money Pool by such Party. Interest and other investment earnings will be computed on a daily basis and settled once per month.

        Section 2.4 Event of Default. If any Party shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against any Party seeking to adjudicate it a bankrupt or insolvent, then the other Parties may declare the unpaid principal amount of any loans to such Party, and all interest thereon, to be forthwith due and payable and all such amounts shall forthwith become due and payable.

        ARTICLE III
        MISCELLANEOUS

Section 3.1 Amendments. No amendment to this Agreement shall be adopted except in a writing executed by the Parties.

        Section 3.2 Legal Responsibility. Nothing herein contained shall render any Party liable for the obligations of any other Party hereunder and the rights, obligations and liabilities of the Parties are several in accordance with their respective obligations, and not joint.

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        Section 3.3 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri.

        IN WITNESS WHEREOF, the undersigned companies have duly caused this document to be signed on their behalf on the date of amendment written above by the undersigned thereunto duly authorized.

AMEREN CORPORATION

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMEREN SERVICES COMPANY

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

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

By /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

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CENTRAL ILLINOIS LIGHT COMPANY

By /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMERENENERGY RESOURCES GENERATING COMPANY

By /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

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EX-10.4 6 non-regsubmoneypool.htm NON-REGULATED SUBSIDIARY MONEY POOL AGREEMENT
Exhibit 10.4

AMEREN CORPORATION SYSTEM
NON-REGULATED SUBSIDIARY
MONEY POOL AGREEMENT

        This NON-REGULATED SUBSIDIARY MONEY POOL AGREEMENT (this “Agreement”) is made and entered into this 27th day of February, 2003 by and among Ameren Corporation (“Ameren”), a Missouri corporation and a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the “Act”); Ameren Services Company (“Ameren Services”), Ameren Energy, Inc., and Ameren Development Company, each a Missouri corporation and subsidiary company of Ameren; Ameren ERC, Inc., and Ameren Energy Communications, Inc., each a Missouri corporation and subsidiary company of Ameren Development Company; CILCORP Inc. (“CILCORP”), Ameren Energy Resources Company and CIPSCO Investment Company, each an Illinois corporation and a subsidiary of Ameren; Ameren Energy Development Company, Ameren Energy Marketing Company, Ameren Energy Fuels and Services Company, and Illinois Materials Supply Co., each an Illinois corporation and a subsidiary of Ameren Energy Resources Company; Ameren Energy Generating Company, an Illinois corporation and a subsidiary of Ameren Energy Development Company; AFS Development Company, LLC, an Illinois limited liability company and a subsidiary of Ameren Energy Fuels and Services Company; Union Electric Development Corporation, a Missouri corporation and a subsidiary of Union Electric Company, which is a subsidiary of Ameren; CILCORP Investment Management Inc., CILCORP Ventures Inc., and QST Enterprises Inc., each an Illinois corporation and a subsidiary of CILCORP; CILCORP Energy Services Inc., an Illinois corporation and a subsidiary of CILCORP Ventures Inc.; Central Illinois Generation, Inc., CILCO Exploration and Development Company, and CILCO Energy Corporation, each an Illinois corporation and a subsidiary of Central Illinois Light Company, which is a subsidiary of CILCORP; AES Medina Valley Cogen (No. 4), L.L.C. (“AES Medina Valley”), an Illinois limited liability company and a subsidiary of Ameren Energy Resources Company; AES Medina Valley Operations, L.L.C. and AES Medina Valley Cogen (No. 2) L.L.C., each an Illinois limited liability company and a subsidiary of AES Medina Valley; and AES Medina Valley Cogen, L.L.C., an Illinois limited liability company and a subsidiary of AES Medina Valley Cogen (No. 2) L.L.C. (each a “Party” and collectively, the “Parties”).

RECITALS

        WHEREAS, Ameren and certain of the Parties named above are parties to the Ameren System Amended and Restated Non-Utility Money Pool Agreement, as amended from time to time through September 7, 2002, pursuant to which Ameren and participating subsidiaries make contributions from time to time to the money pool in order to coordinate and provide for the short-term cash and working capital requirements of participating subsidiaries;

        WHEREAS, in accordance with the authorization of the Securities and Exchange Commission under the Act, Ameren acquired all of the issued and outstanding common stock of CILCORP, effective January 31, 2003, and, in conjunction therewith, also acquired all of the membership interests in AES Medina Valley;

        WHEREAS, in conjunction with the acquisition of CILCORP and AES Medina Valley, Ameren wishes to restate and replace the Amended and Restated Non-Utility Money Pool Agreement, as amended, in order to add CILCORP, certain direct and indirect subsidiaries of CILCORP, and AES Medina Valley and its direct and indirect subsidiaries as money pool participants in order to coordinate and provide for their short-term cash and working capital requirements;

        NOW THEREFORE, in consideration of the premises, and the mutual promises set forth herein, the Parties hereto agree as follows:

ARTICLE I
CONTRIBUTIONS AND LOANS

        Section 1.1 Contributions to Non-Regulated Subsidiary Money Pool. Each Party will determine each day, on the basis of cash flow projections and other relevant factors, in such Party’s sole discretion, the amount of funds it has available for contribution to the Non-Regulated Subsidiary Money Pool, and will contribute such funds to the Non-Regulated Subsidiary Money Pool. The determination of whether a Party at any time has surplus funds to contribute to the Non-Regulated Subsidiary Money Pool or shall contribute funds to the Non-Regulated Subsidiary Money Pool will be made by an appropriate officer of such Party, or by a designee thereof, on the basis of cash flow projections and other relevant factors, in such Party’s sole discretion. Each Party may withdraw any of its funds at any time upon notice to Ameren Services as administrative agent of the Non-Regulated Subsidiary Money Pool. No contributions to the Non-Regulated Subsidiary Money Pool will be made by Ameren Services.

        Section 1.2 Rights to Loans. (a) Subject to the provisions set forth in this clause (a) and in Section 1.4(b) below, all short-term borrowing needs of the Parties, with the exception of Ameren and CILCORP, may be met by funds in the Non-Regulated Subsidiary Money Pool to the extent such funds are available. Each Party (other than Ameren and CILCORP) shall have the right to request loans from the Non-Regulated Subsidiary Money Pool from time to time, subject to the availability of funds and the limitations and conditions set forth herein. Each Party (other than Ameren and CILCORP) may request loans from the Non-Regulated Subsidiary Money Pool from time to time during the period from the date hereof until this Agreement is terminated by written agreement of the Parties; provided, however, that the aggregate amount of all loans requested by any Party hereunder shall not exceed the borrowing limits set forth in any applicable orders of the Securities and Exchange Commission and other regulatory authorities, resolutions of such Party’s shareholders and Board of Directors or similar governing body, such Party’s governing corporate documents, and agreements binding

2

upon such Party. No Party shall be obligated to borrow from the Non-Regulated Subsidiary Money Pool if lower cost funds can be obtained from external borrowing. No loans through the Non-Regulated Subsidiary Money Pool will be made to, and no borrowings through the Non-Regulated Subsidiary Money Pool will be made by, Ameren or CILCORP.

       (b)     Subject to receipt of any necessary regulatory approval, other non-regulated affiliates of Ameren may enter into this Agreement under the same terms and conditions by amendment executed by the affiliate and Ameren Services as administrative agent.

        Section 1.3 Source of Funds. (a) Funds will be available through the Non-Regulated Subsidiary Money Pool from the following sources for use by the Parties from time to time: (i) surplus funds in the treasuries of Parties other than Ameren Services (“Internal Sources”), and (ii) proceeds from commercial paper issuances, bank borrowings or other external borrowing arrangements by Parties other than Ameren Services (“External Sources”), in each case to the extent permitted by applicable laws and regulatory orders. Funds will be made available from such sources in such order as Ameren Services, as administrative agent of the Non-Regulated Subsidiary Money Pool, may determine will result in a lower cost of funds to Parties borrowing from the Non-Regulated Subsidiary Money Pool, consistent with the individual borrowing needs and financial standing of the Parties contributing funds to the Non-Regulated Subsidiary Money Pool.

       (b)     Borrowing Parties will be deemed to have borrowed pro rata from each Party that has contributed funds to the Non-Regulated Subsidiary Money Pool in the proportion that the total amount then contributed to the Non-Regulated Subsidiary Money Pool by such Party bears to the total amount then contributed to the Non-Regulated Subsidiary Money Pool by all Parties. On any day when more than one source of funds (e.g., funds from Internal Sources and funds from External Sources), with different rates of interest, are used to fund loans through the Non-Regulated Subsidiary Money Pool, each borrowing Party will borrow pro rata from each such source of funds in the Non-Regulated Subsidiary Money Pool in the same proportion that the amount of funds provided by that funding source bears to the total amount of short-term funds available in the Non-Regulated Subsidiary Money Pool.

        Section 1.4 Authorization. (a) Each contribution to the Non-Regulated Subsidiary Money Pool shall be authorized by the contributing Party’s President, Treasurer, or Assistant Treasurer, or by a designee thereof.

       (b)     All borrowings from the Non-Regulated Subsidiary Money Pool shall be authorized by the borrowing Party’s President, Treasurer, Assistant Treasurer, or by a designee thereof. Disbursement requests signed by a Party’s President, Treasurer, Assistant Treasurer, or designee thereof shall be considered as authorization for borrowing hereunder.

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        Section 1.5 Interest. Each Party receiving a loan shall accrue interest monthly on the unpaid principal amount of such loan from the Non-Regulated Subsidiary Money Pool from the date of such loan until such principal amount shall be paid in full.

       (a)     If only funds from Internal Sources comprise the funds available in the Non-Regulated Subsidiary Money Pool, the interest rate applicable to loans of such funds from Internal Sources shall be the CD yield equivalent of the 30-day Federal Reserve “AA” Non-Financial Commercial Paper Composite Rate (the “Composite Rate”) (or, if no such Composite Rate is established for that day, then the applicable rate shall be the Composite Rate for the next preceding day for which such Composite Rate was established).

       (b)     If only funds from External Sources comprise the funds available in the Non-Regulated Subsidiary Money Pool, the interest rate applicable to loans of such funds from External Sources shall be equal to the lending Party’s cost for such funds from External Sources (or, if more than one Party had made available funds from External Sources on such day, the applicable interest rate shall be a blended rate, equal to the weighted average of the cost incurred by the respective Parties for such funds from External Sources).

       (c)     In cases where funds from both Internal Sources and External Sources are concurrently borrowed through the Non-Regulated Subsidiary Money Pool, the rate applicable to all loans comprised of such “blended” funds shall be a blended rate, equal to the weighted average of the (i) cost of all funds contributed by Parties from Internal Sources (as determined pursuant to Section 1.5(a) above) and (ii) the cost of all such funds from External Sources (as determined pursuant to Section 1.5(b) above); provided, that, notwithstanding Section 1.3(b) of this Agreement, in circumstances where funds from Internal Sources and External Sources are available for loans through the Non-Regulated Subsidiary Money Pool, loans may be made exclusively with funds from Internal Sources or External Sources, rather than from a “blend” of such funds, to the extent it is expected that such loans would result in a lower cost of borrowing.

        Section 1.6 Certain Costs. The cost of compensating balances and/or fees paid to banks or other institutions to maintain credit facilities by Parties contributing funds from External Sources to the Non-Regulated Subsidiary Money Pool shall initially be paid by the Party maintaining such facilities. A portion of such costs shall periodically be allocated to the Parties borrowing such funds from External Sources through the Non-Regulated Subsidiary Money Pool on a fair and equitable basis.

        Section 1.7 Repayment. Each Party receiving a loan hereunder shall repay the principal amount of such loan, together with all interest accrued thereon, on demand and in any event within one year of the date on which such loan was made. All loans made through the Non-Regulated Subsidiary Money Pool may be prepaid by the borrowing Party without premium or penalty.

4

        Section 1.8 Form of Loans to Parties. Loans to Parties through the Non-Regulated Subsidiary Money Pool will be made pursuant to open-account advances, repayable upon demand; provided, that each Party contributing funds shall at all times be entitled to receive upon demand one or more promissory notes evidencing any and all loans made by the Non-Regulated Subsidiary Money Pool. Any such note shall: (a) be dated as of the date of the initial borrowing, (b) mature on demand or on a date agreed to by the Parties to the transaction, but in any event not later than one year after the date of the applicable borrowing, and (c) be prepayable in whole at any time or in part from time to time, without premium or penalty.

ARTICLE II
OPERATION OF NON-REGULATED SUBSIDIARY MONEY POOL

        Section 2.1 Operation. Operation of the Non-Regulated Subsidiary Money Pool, including record keeping and coordination of contributions and loans, will be handled by Ameren Services under the authority of the appropriate officers of the Parties. Ameren Services shall be responsible for the determination of all applicable interest rates and charges to be applied to contributions to and loans from the Non-Regulated Subsidiary Money Pool at any time hereunder, shall maintain records of all such contributions and loans, interest charges and accruals and interest and principal payments for purposes hereof, and shall prepare periodic reports thereof for the Parties. Ameren Services will administer the Non-Regulated Subsidiary Money Pool on an “at cost” basis. Separate records shall be kept by Ameren Services for the Non-Regulated Subsidiary Money Pool established by this Agreement and any other money pool administered by Ameren Services.

        Section 2.2 Investment of Surplus Funds in the Non-Regulated Subsidiary Money Pool. Funds not required to meet Non-Regulated Subsidiary Money Pool loans (with the exception of funds required to satisfy the Non-Regulated Subsidiary Money Pool’s liquidity requirements) will ordinarily be invested in one or more short-term investments, including: (i) interest-bearing accounts with banks; (ii) obligations issued or guaranteed by the U.S. government and/or its agencies and instrumentalities, including obligations under repurchase agreements; (iii) obligations issued or guaranteed by any state or political subdivision thereof, provided that such obligations are rated not less than A by a nationally recognized rating agency; (iv) commercial paper rated not less than A-1 or P-1 or their equivalent by a nationally recognized rating agency; (v) money market funds; (vi) bank certificates of deposit and bankers acceptances; (vii) Eurodollar certificates of deposit or time deposits; (viii) investment grade medium term notes, variable rate demand notes and variable rate preferred stock; and (ix) such other investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder.

        Section 2.3 Allocation of Interest Income and Investment Earnings. The interest income and other investment income earned by the Non-Regulated Subsidiary Money Pool on loans to Parties and on investment of surplus funds will be allocated among the

5

Parties making contributions in accordance with the proportion each Party’s contribution of funds to the Non-Regulated Subsidiary Money Pool bears to the total amount of funds contributed to the Non-Regulated Subsidiary Money Pool and the cost of any External Sources contributed to the Non-Regulated Subsidiary Money Pool by such Party. Interest and other investment earnings will be computed on a daily basis and settled once per month.

        Section 2.4 Event of Default. If any Party shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against any Party seeking to adjudicate it a bankrupt or insolvent, then the other Parties may declare the unpaid principal amount of any loans to such Party, and all interest thereon, to be forthwith due and payable and all such amounts shall forthwith become due and payable.

ARTICLE III
MISCELLANEOUS

        Section 3.1 Amendments, Waivers. Except as provided for in Section 1.2(b), this Agreement may not be modified or amended in any respect except in writing executed by the Parties. No provision of this Agreement shall be deemed waived unless such wavier is set forth in writing and executed by the Party making such waiver.

        Section 3.2 Legal Responsibility. Nothing herein contained shall render any Party liable for the obligations of any other Party hereunder and the rights, obligations and liabilities of the Parties are several in accordance with their respective obligations, and not joint.

        Section 3.3 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri.

6

        IN WITNESS WHEREOF, the undersigned companies have duly caused this Agreement to be signed on their behalf on the date first written above by the undersigned thereunto duly authorized.

AMEREN CORPORATION

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMEREN SERVICES COMPANY

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMEREN ENERGY, INC.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMEREN DEVELOPMENT COMPANY

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMEREN ERC, INC.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

7

CIPSCO INVESTMENT COMPANY

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: President

UNION ELECTRIC DEVELOPMENT CORPORATION

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMEREN ENERGY COMMUNICATIONS, INC.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMEREN ENERGY RESOURCES 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

8

AMEREN ENERGY DEVELOPMENT COMPANY

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMEREN ENERGY MARKETING COMPANY

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMEREN ENERGY FUELS AND SERVICES COMPANY

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AFS DEVELOPMENT COMPANY, LLC

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Treasurer

ILLINOIS MATERIALS SUPPLY CO.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

9

CILCORP INC.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

CENTRAL ILLINOIS GENERATION, INC.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

CILCORP INVESTMENT MANAGEMENT INC.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: President

CILCORP VENTURES INC.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

QST ENTERPRISES INC.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Treasurer

10

CILCORP ENERGY SERVICES INC.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

CILCO EXPLORATION AND DEVELOPMENT COMPANY

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: President

CILCO ENERGY CORPORATION

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: President

AMERENENERGY MEDINA VALLEY COGEN (NO. 4), L.L.C.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMERENENERGY MEDINA VALLEY COGEN, L.L.C.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

11

AMERENENERGY MEDINA VALLEY COGEN (NO. 2), L.L.C.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

AMERENENERGY VALLEY OPERATIONS, L.L.C.

By: /s/ Jerre E. Birdsong
——————————————
Name: Jerre E. Birdsong
Title: Vice President and Treasurer

12
EX-31.1 7 ex31-1mueller_amc.htm MUELLER-AMC
Exhibit 31.1
Page 1 of 2

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, Charles W. Mueller, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 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 which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Exhibit 31.1
Page 2 of 2

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: November 14, 2003

/s/ Charles W. Mueller
——————————————
Charles W. Mueller
Chairman and Chief Executive Officer
(Principal Executive Officer)

EX-31.2 8 ex31-2baxter_amc.htm BAXTER-AMC
Exhibit 31.2
Page 1 of 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, Warner L. Baxter, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 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 which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Exhibit 31.2
Page 2 of 2

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: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-31.3 9 ex31-3mueller_ue.htm MUELLER-UE
Exhibit 31.3
Page 1 of 2

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, Charles W. Mueller, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 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 which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Exhibit 31.3
Page 2 of 2

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: November 14, 2003

/s/ Charles W. Mueller
——————————————
Charles W. Mueller
Chairman and Chief Executive Officer
(Principal Executive Officer)

EX-31.4 10 ex31-4baxter_ue.htm BAXTER-UE
Exhibit 31.4
Page 1 of 2

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, Warner L. Baxter, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 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 which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Exhibit 31.4
Page 2 of 2

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: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-31.5 11 ex31-5rainwater_cips.htm RAINWATER-CIPS
Exhibit 31.5
Page 1 of 2

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, Gary L. Rainwater, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 registrant’s board of directors (or persons performing the equivalent functions):

Exhibit 31.5
Page 2 of 2

a)
All significant deficiencies and material weaknesses in the design or operation of internal control 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: November 14, 2003

/s/ Gary L. Rainwater
——————————————
Gary L. Rainwater
President and Chief Executive Officer
(Principal Executive Officer)

EX-31.6 12 ex31-6baxter_cips.htm BAXTER-CIPS
Exhibit 31.6
Page 1 of 2

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, Warner L. Baxter, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 registrant’s board of directors (or persons performing the equivalent functions):

Exhibit 31.6
Page 2 of 2

a)
All significant deficiencies and material weaknesses in the design or operation of internal control 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: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-31.7 13 ex31-7voss_genco.htm VOSS-GENCO
Exhibit 31.7
Page 1 of 2

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, Thomas R. Voss, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 registrant’s board of directors (or persons performing the equivalent functions):

Exhibit 31.7
Page 2 of 2

a)
All significant deficiencies and material weaknesses in the design or operation of internal control 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: November 14, 2003

/s/ Thomas R. Voss
——————————————
Thomas R. Voss
President
(Principal Executive Officer)

EX-31.8 14 ex31-8baxter_genco.htm BAXTER-GENCO
Exhibit 31.8
Page 1 of 2

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, Warner L. Baxter, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 registrant’s board of directors (or persons performing the equivalent functions):

Exhibit 31.8
Page 2 of 2

a)
All significant deficiencies and material weaknesses in the design or operation of internal control 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: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-31.9 15 ex31-9rainwater_cilcorp.htm RAINWATER-CILCORP
Exhibit 31.9
Page 1 of 2

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, Gary L. Rainwater, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 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 which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Exhibit 31.9
Page 2 of 2

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: November 14, 2003

/s/ Gary L. Rainwater
——————————————
Gary L. Rainwater
President and Chief Executive Officer
(Principal Executive Officer)

EX-31.10 16 ex31-10baxter_cilcorp.htm BAXTER-CILCORP
Exhibit 31.10
Page 1 of 2

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, Warner L. Baxter, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 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 which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Exhibit 31.10
Page 2 of 2

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: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-31.11 17 ex31-11rainwater_cilco.htm RAINWATER-CILCO
Exhibit 31.11
Page 1 of 2

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, Gary L. Rainwater, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 registrant’s board of directors (or persons performing the equivalent functions):

Exhibit 31.11
Page 2 of 2

a)
All significant deficiencies and material weaknesses in the design or operation of internal control 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: November 14, 2003

/s/ Gary L. Rainwater
——————————————
Gary L. Rainwater
President and Chief Executive Officer
(Principal Executive Officer)

EX-31.12 18 ex31-12baxter_cilco.htm BAXTER-CILCO
Exhibit 31.12
Page 1 of 2

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, Warner L. Baxter, certify that:

        1.        I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2003 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)) 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)
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

c)
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 registrant’s board of directors (or persons performing the equivalent functions):

Exhibit 31.12
Page 2 of 2

a)
All significant deficiencies and material weaknesses in the design or operation of internal control 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: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-32.1 19 ex32-1mueller_amc.htm MUELLER-AMC
Exhibit 32.1

SECTION 1350 CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
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 September 30, 2003 of Ameren Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Charles W. Mueller, chief executive officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Charles W. Mueller
——————————————
Charles W. Mueller
Chairman and Chief Executive Officer
(Principal Executive Officer)

EX-32.2 20 ex32-2baxter_amc.htm BAXTER-AMC
Exhibit 32.2

SECTION 1350 CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER 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 September 30, 2003 of Ameren Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Warner L. Baxter, chief financial officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-32.3 21 ex32-3mueller_ue.htm MUELLER-UE
Exhibit 32.3

SECTION 1350 CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER 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 September 30, 2003 of Union Electric Company (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Charles W. Mueller, chief executive officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Charles W. Mueller
——————————————
Charles W. Mueller
Chairman and Chief Executive Officer
(Principal Executive Officer)

EX-32.4 22 ex32-4baxter_ue.htm BAXTER-UE
Exhibit 32.4

SECTION 1350 CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER 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 September 30, 2003 of Union Electric Company (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Warner L. Baxter, chief financial officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-32.5 23 ex32-5rainwater_cips.htm RAINWATER-CIPS
Exhibit 32.5

SECTION 1350 CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER 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 September 30, 2003 of Central Illinois Public Service Company (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Gary L. Rainwater, chief executive officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Gary L. Rainwater
——————————————
Gary L. Rainwater
President and Chief Executive Officer
(Principal Executive Officer)

EX-32.6 24 ex32-6baxter_cips.htm BAXTER-CIPS
Exhibit 32.6

SECTION 1350 CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER 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 September 30, 2003 of Central Illinois Public Service Company (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Warner L. Baxter, chief financial officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-32.7 25 ex32-7voss_genco.htm VOSS-GENCO
Exhibit 32.7

SECTION 1350 CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER 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 September 30, 2003 of Ameren Energy Generating Company (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Thomas R. Voss, chief executive officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Thomas R. Voss
——————————————
Thomas R. Voss
Preseident
(Principal Executive Officer)

EX-32.8 26 ex32-8baxter_genco.htm BAXTER-GENCO
Exhibit 32.8

SECTION 1350 CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER 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 September 30, 2003 of Ameren Energy Generating Company (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Warner L. Baxter, chief financial officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-32.9 27 ex32-9rainwater_cilcorp.htm RAINWATER-CILCORP
Exhibit 32.9

SECTION 1350 CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER 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 September 30, 2003 of CILCORP Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Gary L. Rainwater, chief executive officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Gary L. Rainwater
——————————————
Gary L. Rainwater
President and Chief Executive Officer
(Principal Executive Officer)

EX-32.10 28 ex32-10baxter_cilcorp.htm BAXTER-CILCORP
Exhibit 32.10

SECTION 1350 CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER 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 September 30, 2003 of CILCORP Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Warner L. Baxter, chief financial officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EX-32.11 29 ex32-11rainwater_cilco.htm RAINWATER-CILCO
Exhibit 32.11

SECTION 1350 CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER 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 September 30, 2003 of Central Illinois Light Company (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Gary L. Rainwater, chief executive officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Gary L. Rainwater
——————————————
Gary L. Rainwater
President and Chief Executive Officer
(Principal Executive Officer)

EX-32.12 30 ex32-12baxter_cilco.htm BAXTER-CILCO
Exhibit 32.12

SECTION 1350 CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER 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 September 30, 2003 of Central Illinois Light Company (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Warner L. Baxter, chief financial officer of the Company, 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 Company.

Dated: November 14, 2003

/s/ Warner L. Baxter
——————————————
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

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SECOND AMENDEDAMEREN CORPORATION SYSTEM UTILITY MONEY POOL AGREEMENT

AMEREN CORPORATION SYSTEMNON-REGULATED SUBSIDIARYMONEY POOL AGREEMENT

SECOND AMENDED
AMEREN CORPORATION SYSTEM
UTILITY MONEY POOL AGREEMENT

AMEREN CORPORATION SYSTEM
NON-REGULATED SUBSIDIARY
MONEY POOL AGREEMENT