Common use of Qualified Financial Contracts Clause in Contracts

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9, 2020 Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY Union Electric Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA BofA Securities, Inc. RBC Capital Markets, LLC SMBC NIKKO SECURITIES AMERICANikko Securities America, INC. TRUIST SECURITIESInc. Truist Securities, INC. Inc. As Representatives of the several Underwriters MIZUHO SECURITIES USA LLC BofA Securities, Inc. SMBC NIKKO SECURITIES AMERICANikko Securities America, INC. Inc. By: /s/ Xxxxxxxx Xxxxxxx Txx Xxxxx By: /s/ Xxxx X. Jxxx Xxxxxx Name: Txx Xxxxx Name: Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Jxxx Xxxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIESRBC Capital Markets, INC. LLC Truist Securities, Inc. By: /s/ Xxxxxx Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Xxxxxx Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9January 3, 2020 Mizuho Securities USA 2024 BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC 1271 Avenue of the Americas Xxx XxxxBrookfield Place 200 Xxxxx Xxxxxx, Xxx Xxxx 00000 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 000 200 Xxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 New York 10172 Truist Securities, Inc. 0000 3000 Xxxxxxxxx Xxxx, XX XxxxxxxAtlanta, Xxxxxxx 00000 Georgia 30326 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9January 3, 2020 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS UNION ELECTRIC COMPANY By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as of the date hereof: MIZUHO SECURITIES BofA Securities, Inc. Gxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC SMBC NIKKO SECURITIES AMERICANikko Securities America, INC. TRUIST SECURITIES, INC. Inc. As Representatives of the several Underwriters MIZUHO SECURITIES BofA Securities, Inc. Gxxxxxx Sxxxx & Co. LLC By: /s/ Sxxxx Xxxxxx By: /s/ Sxx Xxxxxxx Name: Sxxxx Xxxxxx Name: Sxx Xxxxxxx Title: Managing Director Title: Vice President Mizuho Securities USA LLC SMBC NIKKO SECURITIES AMERICANikko Securities America, INC. Inc. By: /s/ Xxxxxxxx Oxxxxxxx Xxxxxxx By: /s/ Xxxx Oxxx X. Xxxxx Name: Xxxxxxxx Oxxxxxxx Xxxxxxx Name: Xxxx Oxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November June 9, 2020 2021 BofA Securities, Inc. Gxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. Oxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mizuho Securities USA LLC 1271 Avenue of the Americas 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November June 9, 2020 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., Gxxxxxx Sachs & Co. LLC, Mizuho Securities USA LLC, LLC and SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY Ameren Illinois Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC SMBC NIKKO SECURITIES AMERICAXxxxx Fargo Securities, INC. TRUIST SECURITIES, INC. LLC As Representatives of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. Barclays Capital Inc. MUFG Securities Americas Inc. By: /s/ Xxxxxxxx Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxx X. Xxxxx Name: Xxxxxxxx Xxxx Xxxxxxx Name: Xxxxxx Xxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9June 17, 2020 Mizuho 2024 Barclays Capital Inc. MUFG Securities USA Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC SMBC Nikko Securities America, Inc. Truist Xxxxx Fargo Securities, Inc. LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Barclays Capital Inc. 000 Xxxx Xxxxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 Truist New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, Inc. 0000 Xxxxxxxxx XxxxLLC 000 Xxxxx Xxxxx Xxxxxx, XX Xxxxxxx5th Floor Charlotte, Xxxxxxx 00000 North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9June 17, 2020 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Barclays Capital Inc., MUFG Securities USA Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and Xxxxx Fargo Securities, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: BNY MELLON CAPITAL MARKETS, LLC XXXXXXX XXXXX & CO. LLC MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives of the several Underwriters BNY MELLON CAPITAL MARKETS, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 918, 2020 2019 BNY Mellon Capital Markets, LLC Xxxxxxx Xxxxx & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto cx/o Mizuho Securities USA x XXX Xxxxxx Xxxxxxx Xxxxxxx, LLC 1271 Avenue of the Americas 000 Xxxxxxxxx Xxxxxx, 0 Xxxx Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist SecuritiesMizuho Securities USA LLC 000 Xxxx Xxxxxx, Inc. 0000 Xxxxxxxxx 00xx Xxxxx Xxx Xxxx, XX Xxxxxxx, Xxxxxxx Xxx Xxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 918, 2020 2019 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, Xxxxxxx Xxxxx & Co. LLC and Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY Ameren Illinois Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC SMBC NIKKO SECURITIES AMERICARBC Capital Markets, INC. TRUIST SECURITIES, INC. LLC TD Securities (USA) LLC As Representatives of the several Underwriters MIZUHO SECURITIES USA BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxxxxxxx By: /s/ Xxxx X. Xxxxx Xxxxxx Name: Xxxxxxxx Xxxxxxx Xxxxxxxxxxxxx Name: Xxxx X. Xxxxx Xxxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIESRBC Capital Markets, INC. LLC TD Securities (USA) LLC By: /s/ Xxxxxx Xxxxxxxxxx Xxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 98, 2020 Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist 2022 BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC RBC Capital Markets, LLC TD Securities (USA) LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities AmericaBofA Securities, Inc. One Bryant Park New York, New York 10036 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 Truist SecuritiesNew York 10282 RBC Capital Markets, Inc. 0000 Xxxxxxxxx XxxxLLC Brookfield Place 000 Xxxxx Xxxxxx, XX Xxxxxxx8th Floor New York, Xxxxxxx 00000 New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx, 00xx Floor New York, New York 10017 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 98, 2020 2022 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA BofA Securities, Inc., Xxxxxxx Xxxxx & Co. LLC, SMBC Nikko RBC Capital Markets, LLC and TD Securities America, Inc. and Truist Securities, Inc. (USA) LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY Union Electric Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA Barclays Capital Inc. J.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. SMBC NIKKO SECURITIES AMERICANikko Securities America, INC. TRUIST SECURITIES, INC. Inc. As Representatives of the several Underwriters MIZUHO SECURITIES USA Barclays Capital Inc. J.X. Xxxxxx Securities LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxx Rxxxxx Xxxxx By: /s/ Xxxx X. Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx Rxxxxx Xxxxxxxxx Title: Managing Director Title: Executive Director MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. By: /s/ Rxxxxxx Xxxxx By: /s/ Jxxx Xxxxxx Name: Xxxx X. Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9March 21, 2020 Mizuho 2022 Barclays Capital Inc. J.X. Xxxxxx Securities USA LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Barclays Capital Inc. 000 Xxxx 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.00000

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY Union Electric Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA BofA Securities, Inc. KeyBanc Capital Markets Inc. RBC Capital Markets, LLC SMBC NIKKO SECURITIES AMERICATD Securities (USA) LLC U.S. Bancorp Investments, INC. TRUIST SECURITIES, INC. Inc. As Representatives of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICABofA Securities, INC. Inc. KeyBanc Capital Markets Inc. By: /s/ Xxxxxxxx Xxxxxxx Sxxxx Xxxxxx By: /s/ Xxxx X. Xxxxx Kxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxxx Sxxxx Xxxxxx Name: Xxxx X. Xxxxx Kxxxxxx Xxxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIESVice President RBC Capital Markets, INC. LLC TD Securities (USA) LLC By: /s/ Xxxxxx Xxxxxxxxxx Sxxxx X. Xxxxxxxx By: /s/ Lxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxxx Sxxxx X. Xxxxxxxx Name: Lxxx Xxxxxxxx Title: Authorized Signatory Title: Director U.S. Bancorp Investments, Inc. By: /s/ Ixxxxxxx Xxxxxxx Name: Ixxxxxxx Xxxxxxx Title: Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9February 27, 2020 Mizuho Securities USA LLC SMBC Nikko Securities America2023 BofA Securities, Inc. Truist SecuritiesKeyBanc Capital Markets Inc. RBC Capital Markets, LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas BofA Securities, Inc. Oxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko KeyBanc Capital Markets Inc. 100 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 TD Securities America(USA) LLC 1 Xxxxxxxxxx Xxxxxx, Inc. 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities10017 U.S. Bancorp Investments, Inc. 0000 Xxxxxxxxx Xxxx200 X. Xxxxx Street, XX Xxxxxxx26th Floor Charlotte, Xxxxxxx 00000 North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9February 27, 2020 2023 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA BofA Securities, Inc., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, SMBC Nikko TD Securities America, Inc. (USA) LLC and Truist SecuritiesU.S. Bancorp Investments, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY Ameren Illinois Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC SMBC NIKKO SECURITIES AMERICAMxxxxx Sxxxxxx & Co. LLC Truist Securities, INC. TRUIST SECURITIESInc. Wxxxx Fargo Securities, INC. LLC As Representatives of the several Underwriters MIZUHO SECURITIES USA BNY Mellon Capital Markets, LLC SMBC NIKKO SECURITIES AMERICA, INC. Mxxxxx Sxxxxxx & Co. LLC By: /s/ Xxxxxxxx Dxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Nxxx Xxxxxx Name: Xxxxxxxx Dxx Xxxxxxx Name: Xxxx X. Xxxxx Nxxx Xxxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIESWxxxx Fargo Securities, INC. LLC Mizuho Securities USA LLC By: /s/ Cxxxxxx Xxxxxx By: /s/ Sxxxxxx X. Xxxxxx Name: Cxxxxxx Xxxxxx Name: Sxxxxxx X. Xxxxxx Title: Managing Director Title: Managing Director Truist Securities, Inc. By: /s/ Rxx Xxxxxxxxxx Name: Xxxxxx Rxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9August 15, 2020 2022 BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Mxxxxx Sxxxxxx & Co. LLC Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 3rd Floor New York, New York 10286 Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx1000 Xxxxxx xx xxx Xxxxxxxx New York, Xxx Xxxx 00000 SMBC Nikko Securities AmericaNew York 10020 Mxxxxx Sxxxxxx & Co. LLC 1000 Xxxxxxxx, Inc. 000 Xxxx Xxxxxx Xxx Xxxx00xx Floor New York, Xxx Xxxx 00000 New York 10036 Truist Securities, Inc. 0000 3000 Xxxxxxxxx Xxxx, XX XxxxxxxAtlanta, Xxxxxxx 00000 Georgia 30326 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9August 15, 2020 2022 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, Mizuho Securities USA LLC, SMBC Nikko Securities AmericaMxxxxx Sxxxxxx & Co. LLC, Inc. and Truist Securities, Inc. and Wxxxx Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, AMEREN ILLINOIS COMPANY System Energy Resources, Inc. By: /s/ Xxxxxx X. Xxxxx ______ Name: Xxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as of the date hereoffirst above written: MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives [Names of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. Underwriters] By: /s/ Xxxxxxxx Xxxxxxx [Name of Representative] By: /s/ Xxxx X. Xxxxx ____________________________ Name: Xxxxxxxx Xxxxxxx Title: By: [Name of Representative] By: ____________________________ Name: Xxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX SCHEDULE I Pricing Agreement November 9, 2020 Mizuho Securities USA LLC SMBC Nikko Securities AmericaSystem Energy Resources, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “$[_________] First Mortgage Bonds”) with the terms set forth in , [____]% Series due [________], 20[__] Name of Underwriter Principal Amount of Bonds [______] $ [_________] [______]. [_________] [______] [_________] TOTAL $ [_________] SCHEDULE II Part A – Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and Free Writing Prospectuses included in the provisions Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined Free Writing Prospectuses not included in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None ANNEX A TO SCHEDULE II System Energy Resources, Inc. $[_________] First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement Bonds, [____]% Series due [________], 20[__] Final Terms and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceConditions [________], the Company agrees to issue and sell to each of the Underwriters20[__] Issuer: System Energy Resources, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.Inc.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA RBC Capital Markets, LLC SMBC NIKKO SECURITIES AMERICATD Securities (USA) LLC Truist Securities, INC. TRUIST SECURITIESInc. Wxxxx Fargo Securities, INC. LLC As Representatives of the several Underwriters MIZUHO SECURITIES USA RBC Capital Markets, LLC SMBC NIKKO SECURITIES AMERICA, INC. TD Securities (USA) LLC By: /s/ Sxxxx X. Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Lxxx Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Lxxx Xxxxxxxx Title: Managing Authorized Signatory Title: Director Truist Securities, Inc. Wxxxx Fargo Securities, LLC By: /s/ Rxxxxx Xxxxxxxxxx By: /s/ Cxxxxxx Xxxxxx Name: Rxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Title: Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9RBC Capital Markets, 2020 Mizuho LLC TD Securities USA (USA) LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 TD Securities USA (USA) LLC 1271 Avenue of the Americas Xxx Xxxx1 Xxxxxxxxxx Xxxxxx, Xxx Xxxx 00000 SMBC Nikko Securities America00xx Floor New York, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 New York 10017 Truist Securities, Inc. 0000 3000 Xxxxxxxxx Xxxx, XX XxxxxxxAtlanta, Xxxxxxx 00000 Georgia 30326 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9June 22, 2020 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA RBC Capital Markets, LLC, SMBC Nikko TD Securities America(USA) LLC, Inc. and Truist Securities, Inc. and Wxxxx Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a counterpart hereofbinding agreement among ETI, the Issuer and the several Underwriters. Very truly yours, AMEREN ILLINOIS COMPANY Entergy Texas, Inc. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as Entergy Texas Restoration Funding II, LLC By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives on behalf of the date hereof: MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9, 2020 Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule II hereto: By: Xxxxxxx Sachs & Co. LLC By: Name: Title: By: Citigroup Global Markets Inc. By: Name: Title: Signature Page to Underwriting Agreement SCHEDULE I hereto c/o Mizuho Securities USA Underwriting Agreement dated March [__], 2022 Registration Statement Nos.: 333-259253 and 000-000000-00 Representatives: Xxxxxxx Xxxxx & Co. LLC 1271 Avenue of the Americas Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Attention: Xxxxx Xxxxxxxxx Email: xxxxx.xxxxxxxxx@xx.xxx c/o Citigroup Global Markets Inc. 000 Xxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and GentlemenAttention: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.[_____________] Facsimile: [_____________]

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, AMEREN ILLINOIS COMPANY Entergy Louisiana, LLC By: /s/ Xxxxxx X. Xxxxx ________________________________ Name: Xxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as of the date hereoffirst above written: MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives [Names of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. Underwriters] By: /s/ Xxxxxxxx Xxxxxxx [Name of Representative] By: /s/ Xxxx X. Xxxxx ____________________________ Name: Xxxxxxxx Xxxxxxx Title: By: [Name of Representative] By: ____________________________ Name: Xxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIESSCHEDULE I Entergy Louisiana, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director LLC $[Signature Page to the Underwriting Agreement________] ANNEX I Pricing Agreement November 9Collateral Trust Mortgage Bonds, 2020 Mizuho Securities USA LLC SMBC Nikko Securities America[__]% Series due [________], Inc. Truist Securities, Inc. As Representatives 20[__] Name of the several Underwriters named in Underwriter Principal Amount of Bonds [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] SCHEDULE II Part A – Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and Free Writing Prospectuses included in the Underwriting AgreementDisclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None Annex A to Schedule II Entergy Louisiana, dated November 9LLC $[________] Collateral Trust Mortgage Bonds, 2020 (the “Underwriting Agreement”)[__]% Series due [________], between the Company on the one hand 20[__] Final Terms and the Underwriters named in Schedule I hereto (the “Underwriters”)Conditions [________], for whom Mizuho Securities USA LLC20[__] Issuer: Entergy Louisiana, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First LLC Security Type: Collateral Trust Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.SEC Registered)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, AMEREN ILLINOIS COMPANY Entergy Texas, Inc. By: /s/ Xxxxxx X. Xxxxx ________________________________ Name: Xxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as of the date hereoffirst above written: MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives [Names of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. Underwriters] By: /s/ Xxxxxxxx Xxxxxxx [Name of Representative] By: /s/ Xxxx X. Xxxxx ____________________________ Name: Xxxxxxxx Xxxxxxx Title: By: [Name of Representative] By: ____________________________ Name: Xxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX 4889-1994-2697.v2 SCHEDULE I Pricing Agreement November 9, 2020 Mizuho Securities USA LLC SMBC Nikko Securities AmericaEntergy Texas, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “$[________] First Mortgage Bonds”) with the terms set forth in , [__]% Series due [________], 20[__] Name of Underwriter Principal Amount of Bonds [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] 4889-1994-2697.v2 SCHEDULE II Part A – Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and Free Writing Prospectuses included in the provisions Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined Free Writing Prospectuses not included in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None Annex A to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the Schedule II Entergy Texas, Inc. $[________] First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement Bonds, [__]% Series due [________], 20[__] Final Terms and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceConditions Issuer: Entergy Texas, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.Inc.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS UNION ELECTRIC COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, BARCLAYS CAPITAL INC. TRUIST BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, BARCLAYS CAPITAL INC. By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxx Xxxxx Title: Managing Director Title: Managing Director TRUIST BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9October 1, 2020 Mizuho Securities USA LLC SMBC Nikko Securities America, Barclays Capital Inc. Truist BofA Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Barclays Capital Inc. 000 Xxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist BofA Securities, Inc. 0000 Xxxxxxxxx Xxx Xxxxxx Xxxx Xxx Xxxx, XX XxxxxxxXxx Xxxx 00000 RBC Capital Markets, Xxxxxxx 00000 LLC Brookfield Place 000 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLCBarclays Capital Inc., SMBC Nikko Securities AmericaBofA Securities, Inc. and Truist SecuritiesRBC Capital Markets, Inc. LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any the Underwriter that is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such the Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any the Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, AMEREN ILLINOIS COMPANY Entergy Texas, Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Vice President & Assistant Treasurer Accepted as of the date hereoffirst above written: MIZUHO SECURITIES USA Xxxxxx Xxxxxxx & Co. LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxxxx Title: Director [Signature Page Vice President Schedule I Part A - Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule I as Annex A (Issuer Free Writing Prospectus) Part B - Schedule of Free Writing Prospectuses not included in the Underwriting Agreement] Disclosure Package • None Part C - Additional Documents Incorporated by Reference • None Part D - Additional Information • None ANNEX I Pricing Agreement November 9, 2020 Mizuho Securities USA LLC SMBC Nikko Securities AmericaA TO SCHEDULE i Entergy Texas, Inc. Truist Securities1,400,000 Shares 5.375% Series A Preferred Stock, Cumulative, No Par Value (Liquidation Value $25 Per Share) Final Terms and Conditions September 3, 2019 Issuer: Entergy Texas, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “CompanyIssuer”)) Security Type: Series A Preferred Stock, proposesCumulative, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9, 2020 No Par Value (Liquidation Value $25 Per Share) (SEC Registered) (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage BondsPreferred Stock”) with the terms set forth Expected Ratings(1): [Intentionally omitted] Trade Date: September 3, 2019 Settlement Date (T+5)(2): September 10, 2019 Size: 1,400,000 Shares Liquidation Value: $25.00 Dividend Rate: 5.375% Dividend Payment Dates: Quarterly in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entiretyarrears on January 15, April 15, July 15 and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf October 15 of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceyear, the Company agrees to issue and sell to each of the Underwriterscommencing on January 15, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.2020 Term: Perpetual

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a counterpart hereofbinding agreement among ETI, the Issuer and the several Underwriters. Very truly yours, AMEREN ILLINOIS COMPANY Entergy Texas, Inc. By: /s/ Xxxxxx X. Xxxxx XxXxxx Name: Xxxxxx X. Xxxxx XxXxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA Entergy Texas Restoration Funding II, LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives on behalf of the Underwriters named in Schedule II hereto: By: Xxxxxxx Sachs & Co. LLC By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director TitleBy: Managing Director TRUIST SECURITIES, INC. Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX Agreement SCHEDULE I Pricing Underwriting Agreement November 9dated March 24, 2020 Mizuho Securities USA 2022 Registration Statement Nos.: 333-259253 and 000-000000-00 Representatives: Xxxxxxx Xxxxx & Co. LLC SMBC Nikko Securities AmericaCitigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Attention: Xxxxx Xxxxxxxxx Email: xxxxx.xxxxxxxxx@xx.xxx c/o Citigroup Global Markets Inc. 000 Xxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Attention: Xxxxxxx 00000 Ladies and GentlemenXxxxx Email: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.xxxxxxx.xxxxx@xxxx.xxx

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS UNION ELECTRIC COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO X.X. XXXXXX SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICASUNTRUST XXXXXXXX XXXXXXXX, INC. TRUIST SECURITIESU.S. BANCORP INVESTMENTS, INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters MIZUHO X.X. XXXXXX SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICABy: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Xxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Xxx Xxxxxxxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIESU.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9September 23, 2020 Mizuho 2019 X.X. Xxxxxx Securities USA LLC SMBC Nikko Securities AmericaSunTrust Xxxxxxxx Xxxxxxxx, Inc. Truist U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, Inc. LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho X.X. Xxxxxx Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 U.S. Bancorp Investments, Inc. 000 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9September 23, 2020 2019 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho X.X. Xxxxxx Securities USA LLC, SMBC Nikko Securities AmericaSunTrust Xxxxxxxx Xxxxxxxx, Inc., U.S. Bancorp Investments, Inc. and Truist Xxxxx Fargo Securities, Inc. LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY Ameren Illinois Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC NIKKO SECURITIES AMERICANikko Securities America, INC. TRUIST SECURITIESInc. Truist Securities, INC. Inc. As Representatives of the several Underwriters MIZUHO SECURITIES USA MUFG Securities Americas Inc. PNC Capital Markets LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxx Mxxxxx Xxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Vxxxxxx Xxxxxxx Name: Mxxxxx Xxxx X. Xxxxx Name: Vxxxxxx Xxxxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIESScotia Capital (USA) Inc. SMBC Nikko Securities America, INC. Inc. By: /s/ Exxx Xxxx By: /s/ Jxxx Xxxxxx Name: Exxx Xxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director Truist Securities, Inc. By: /s/ Rxxxxx Xxxxxxxxxx Name: Xxxxxx Rxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9May 23, 2020 Mizuho 2023 MUFG Securities USA Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho MUFG Securities USA Americas Inc. 1000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 PNC Capital Markets LLC 1271 Avenue of the Americas Xxx Xxxx300 Xxxxx Xxxxxx, Xxx Xxxx 00000 00xx Floor Pittsburgh, Pennsylvania 15222 Scotia Capital (USA) Inc. 200 Xxxxx Xxxxxx New York, New York 10281 SMBC Nikko Securities America, Inc. 000 200 Xxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 New York 10172 Truist Securities, Inc. 0000 3000 Xxxxxxxxx Xxxx, XX XxxxxxxAtlanta, Xxxxxxx 00000 Georgia 30326 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9May 23, 2020 2023 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho MUFG Securities USA Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA RBC Capital Markets, LLC SMBC NIKKO SECURITIES AMERICATD Securities (USA) LLC Truist Securities, INC. TRUIST SECURITIESInc. Wxxxx Fargo Securities, INC. LLC As Representatives of the several Underwriters MIZUHO SECURITIES USA RBC Capital Markets, LLC SMBC NIKKO SECURITIES AMERICA, INC. TD Securities (USA) LLC By: /s/ Sxxxx X. Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Lxxx Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Lxxx Xxxxxxxx Title: Managing Authorized Signatory Title: Director Truist Securities, Inc. Wxxxx Fargo Securities, LLC By: /s/ Rxxxxx Xxxxxxxxxx By: /s/ Cxxxxxx Xxxxxx Name: Rxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Title: Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9RBC Capital Markets, 2020 Mizuho LLC TD Securities USA (USA) LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 TD Securities USA (USA) LLC 1271 Avenue of the Americas Xxx Xxxx1 Xxxxxxxxxx Xxxxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 3000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9June 22, 2020 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA RBC Capital Markets, LLC, SMBC Nikko TD Securities America(USA) LLC, Inc. and Truist Securities, Inc. and Wxxxx Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the Company the enclosed duplicate hereof, whereupon this Agreement will become a counterpart hereofbinding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMEREN ILLINOIS COMPANY Ameren Corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES USA Barclays Capital Inc. Xxxxxxx Xxxxx & Co. LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Xxxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxxxxx By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxx Title: Executive Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9, 2020 Mizuho Title: Managing Director MUFG Securities USA LLC SMBC Nikko Securities America, Americas Inc. Truist Securities, Inc. As By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director For themselves and as Representatives of the several other Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue SCHEDULE I Underwriter Principal Amount of the Securities to be Purchased Barclays Capital Inc. $ 133,700,000 Xxxxxxx Xxxxx & Co. LLC 133,700,000 X.X. Xxxxxx Securities LLC 133,700,000 Xxxxxx Xxxxxxx & Co. LLC 133,700,000 MUFG Securities Americas Xxx XxxxInc. 133,700,000 Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist LLC 10,500,000 MFR Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America10,500,000 Xxxxxxxx Financial Group, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.10,500,000 Total $ 700,000,000 SCHEDULE II

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, AMEREN ILLINOIS COMPANY Union Electric Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President & and Treasurer Accepted as of the date hereof: MIZUHO SECURITIES BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC SMBC NIKKO SECURITIES AMERICAU.S. Bancorp Investments, INC. TRUIST SECURITIES, INC. Inc. As Representatives of the several Underwriters MIZUHO SECURITIES USA BNY Mellon Capital Markets, LLC SMBC NIKKO SECURITIES AMERICA, INC. J.X. Xxxxxx Securities LLC By: /s/ Xxxxxxxx Dxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Rxxxxx Xxxxxxxxx Name: Xxxxxxxx Dxx Xxxxxxx Name: Xxxx Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxx Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement November 9March 25, 2020 2024 BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist SecuritiesU.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx1000 Xxxxxx xx xxx Xxxxxxxx New York, Xxx Xxxx 00000 SMBC Nikko Securities AmericaNew York 10020 U.S. Bancorp Investments, Inc. 000 Xxxx Xxxxxx Xxx Xxxx200 X. Xxxxx Street, Xxx Xxxx 00000 Truist Securities26th Floor Charlotte, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9March 25, 2020 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. LLC and Truist SecuritiesU.S. Bancorp Investments, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, AMEREN ILLINOIS COMPANY Entergy Corporation By: /s/ Xxxxxx X. Xxxxx _____________________________ Name: Xxxxxx X. Xxxxx Title: Vice President & Treasurer Accepted as of the date hereoffirst above written: MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives [Names of the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. Underwriters] By: /s/ Xxxxxxxx Xxxxxxx [Name of Representative] By: /s/ Xxxx X. Xxxxx ____________________________ Name: Xxxxxxxx Xxxxxxx Title: By: [Name of Representative] By: ____________________________ Name: Xxxx X. Xxxxx Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting AgreementAgreement SCHEDULE I Entergy Corporation $[_________] [____]% Senior Notes due [________], 20[__] Name of Underwriter Principal Amount of Notes [______] $ [_________] [______]. [_________] [______] [_________] TOTAL $ [_________] SCHEDULE II Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet relating to the Notes attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None ANNEX I Pricing Agreement November 9A TO SCHEDULE II Entergy Corporation $[_________] [____]% Senior Notes due [________], 2020 Mizuho Securities USA LLC SMBC Nikko Securities America20[__] Final Terms and Conditions [________], 20[__] Issuer: Entergy Corporation Security Type: Senior Notes (SEC Registered) Expected Ratings(1): [___] ([______] outlook) by Xxxxx’x Investors Service, Inc. Truist Securities[___] ([______] outlook) by S&P Global Ratings Trade Date: [________], Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx20[__] Settlement Date (T+[__])[(2)]: [________], Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.20[__]