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 Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this 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 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 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 the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMEREN CORPORATION By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto SCHEDULE I Underwriter Principal Amount of the Securities to be Purchased Barclays Capital Inc. $ 96,750,000 X.X. Xxxxxx Securities LLC 96,750,000 Xxxxxx Xxxxxxx & Co. LLC 96,750,000 MUFG Securities Americas Inc. 96,750,000 KeyBanc Capital Markets Inc. 42,750,000 Xxxxxxxx Financial Group, Inc. 6,750,000 X. Xxxxxxx & Co., LLC 6,750,000 Xxxxxx X. Xxxxxxx & Company, Inc. 6,750,000 Total $ 450,000,000 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 Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this 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 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 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 the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMEREN CORPORATION Ameren Corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. Xxxxxxx Sachs & Co. LLC By: /s/ Xxxx X. Xxxxxx Xxxxx Name: Xxxx X. Xxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES Mizuho Securities USA LLC By: /s/ Xxxxxx Xxxxxxxxx W. Xxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxx W. Xxxxx Xxxxxxxx Title: Executive Managing Director XXXXXX XXXXXXX Xxxxxx Xxxxxxx & CO. Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director MUFG SECURITIES AMERICAS INC. Td Securities (USA) LLC By: /s/ Xxxxxxx Xxxxx Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxx Xxxxxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto SCHEDULE I Underwriter Principal Amount of the Securities to be Purchased Barclays Capital Inc. Xxxxxxx Xxxxx & Co. LLC $ 96,750,000 X.X. Xxxxxx 111,250,000 Mizuho Securities USA LLC 96,750,000 111,250,000 Xxxxxx Xxxxxxx & Co. LLC 96,750,000 MUFG 111,250,000 TD Securities Americas Inc. 96,750,000 (USA) LLC 111,250,000 KeyBanc Capital Markets Inc. 42,750,000 32,500,000 Xxxxxx Xxxxxxxx, LLC 7,500,000 Xxxxxxxx Financial Group, Inc. 6,750,000 7,500,000 X. Xxxxxxx & Co., LLC 6,750,000 Xxxxxx X. Xxxxxxx & Company, Inc. 6,750,000 7,500,000 Total $ 450,000,000 500,000,000 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 Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this 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 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 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 the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMEREN CORPORATION By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INCXXXXXXX SACHS & CO. LLC By: /s/ Xxxx X. Xxxxxx Xxxxx Name: Xxxx X. Xxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Ian Drewe Name: Yurij Slyz Ian Drewe Title: Executive Director MUFG SECURITIES AMERICAS INC. XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto SCHEDULE I Underwriter Principal Amount of the Securities to be Purchased Barclays Capital Inc. Xxxxxxx Sachs & Co. LLC $ 96,750,000 180,000,000 X.X. Xxxxxx Securities LLC 96,750,000 180,000,000 Xxxxxx Xxxxxxx & Co. LLC 96,750,000 MUFG Securities Americas Inc. 96,750,000 180,000,000 Xxxxx Fargo Securities, LLC 180,000,000 KeyBanc Capital Markets Inc. 42,750,000 56,000,000 CastleOak Securities, L.P. 8,000,000 Xxxxxxxx Financial Group, Inc. 6,750,000 X. 8,000,000 Xxxxxxx Xxxxxxxx Shank & Co., LLC 6,750,000 Xxxxxx X. Xxxxxxx & Company, Inc. 6,750,000 8,000,000 Total $ 450,000,000 800,000,000 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 Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this 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 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 Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate 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 Entity” means any of the following: (i) a “covered entity entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right 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 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 the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMEREN CORPORATION Ameren Corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. Barclays Capital Inc. Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Name: Xxxxx Xxxxxx Title: Managing Director Title: Managing Director X.X. XXXXXX SECURITIES Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. LLC Title: Managing Director MUFG Securities Americas Inc. By: /s/ Yurij Slyz Xxxxxx Xxxx Name: Yurij Slyz Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxxx Xxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto SCHEDULE I Underwriter Principal Amount of the Securities to be Purchased Barclays Capital Inc. $ 96,750,000 133,700,000 Xxxxxxx Xxxxx & Co. LLC 133,700,000 X.X. Xxxxxx Securities LLC 96,750,000 133,700,000 Xxxxxx Xxxxxxx & Co. LLC 96,750,000 133,700,000 MUFG Securities Americas Inc. 96,750,000 KeyBanc Capital Markets 133,700,000 Xxxxxx Xxxxxxxx, LLC 10,500,000 MFR Securities, Inc. 42,750,000 10,500,000 Xxxxxxxx Financial Group, Inc. 6,750,000 X. Xxxxxxx & Co., LLC 6,750,000 Xxxxxx X. Xxxxxxx & Company, Inc. 6,750,000 10,500,000 Total $ 450,000,000 700,000,000 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 Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this 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 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 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 the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMEREN CORPORATION By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxxxxx X. Xxxxxxxxx XX Name: Xxxxxxxx X. Xxxxxxxxx XX Title: Director BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxx Xxxx Name: Xxxxxx Xxxxx Xxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Ian Drewe Name: Yurij Slyz Ian Drewe Title: Executive Director MUFG SMBC NIKKO SECURITIES AMERICAS AMERICA, INC. By: /s/ Xxxxxxx Xxxx X. Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto [Signature Page to Underwriting Agreement] SCHEDULE I Underwriter Principal Amount of the Securities to be Purchased Barclays Capital BNP Paribas Securities Corp. $ 105,750,000 BofA Securities, Inc. $ 96,750,000 X.X. Xxxxxx Securities LLC 96,750,000 105,750,000 Xxxxxx Xxxxxxx & Co. LLC 96,750,000 MUFG 105,750,000 SMBC Nikko Securities Americas Inc. 96,750,000 KeyBanc Capital Markets Inc. 42,750,000 Xxxxxxxx Financial GroupAmerica, Inc. 6,750,000 X. 105,750,000 Academy Securities, Inc. 9,000,000 CastleOak Securities, L.P. 9,000,000 Xxxxxxx Xxxxxxxx Shank & Co., LLC 6,750,000 Xxxxxx X. Xxxxxxx & Company, Inc. 6,750,000 L.L.C. 9,000,000 Total $ 450,000,000 SCHEDULE II