EXHIBIT B-4
GENERAL SERVICES AGREEMENT
BETWEEN
AMEREN SERVICES COMPANY
AND
AMEREN CORPORATION, UNION ELECTRIC COMPANY,
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, AND
CIPSCO INVESTMENT COMPANY
THIS AGREEMENT, made and entered into this _____ day of _________ 1996, by
and between the following Parties: AMEREN SERVICES COMPANY (hereinafter
sometimes referred to as "Service Company") , a Missouri corporation; and AMEREN
CORPORATION ("Ameren Corporation"), a Missouri Corporation; UNION ELECTRIC
COMPANY ("UE"), a Missouri corporation; CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
("CIPS"), an Illinois corporation, and CIPSCO INVESTMENT COMPANY, ("CIC"), an
Illinois corporation, (hereinafter sometimes referred to collectively as "Client
Companies");
WITNESSETH:
WHEREAS, Client Companies, including Ameren Corporation, which has filed
for registration under the terms of the Public Utility Holding Company Act of
1935 (the "Act") and its other subsidiaries, desire to enter into this agreement
providing for the performance by Service Company for the Client Companies of
certain services more particularly set forth herein; and
WHEREAS, Service Company is organized, staffed and equipped and has filed
with the Securities and Exchange Commission ("the SEC") to be a subsidiary
service company under Section 13 of the Public Utilities Holding Company Act of
1935 (the "Act") to render to Ameren
Corporation, and other subsidiaries of Ameren Corporation, certain services as
herein provided; and
WHEREAS, to maximize efficiency, and to achieve merger related savings, the
Client Companies desire to avail themselves of the advisory, professional,
technical and other services of persons employed or to be retained by Service
Company, and to compensate Service Company appropriately for such services,
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the parties hereto agree as follows:
Section 1. Agreement to Furnish Services
----------------------------------------
Service Company agrees to furnish to Client Companies and their
subsidiaries, if any, upon the terms and conditions herein provided, the
services hereinafter referred to and described in Section 2, at such times, for
such period and in such manner as Client Companies may from time to time
request. Service Company will keep itself and its personnel available and
competent to render to Client Companies such services so long as it is
authorized so to do by the appropriate federal and state regulatory agencies.
Section 2. Services to be Performed
------------------------------------
The services to be provided by Service Company hereunder may, upon request,
include the services as set out in Schedule 1, attached hereto and made a part
hereof.
In addition to the Services set out in Schedule 1, Service Company shall
render advice and assistance in connection with such other matters as Client
Companies may request and
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Service Company determines it is able to perform with respect to Client
Companies' business and operations.
Section 3. Compensation of Service Company
-------------------------------------------
As compensation for such services rendered to it by Service Company, Client
Companies hereby agree to pay to Service Company the cost of such services,
computed in accordance with applicable rules and regulations (including, but not
limited to, Rules 90 and 91) under the Act and appropriate accounting standards.
Compensation to be paid by Client Companies shall include direct charges
and Client Companies' fairly allocated pro rata share of certain of Service
Company's costs, determined as set out on Schedule 2, attached hereto and made a
part hereof.
Section 4. Securities and Exchange Commission Rules
----------------------------------------------------
It is the intent of the Parties that the determination of the costs as used
in this Agreement shall be consistent with, and in compliance with the rules and
regulations of the SEC, as they now read or hereafter may be modified by the
Commission.
Section 5. Service Requests
----------------------------
Services will be performed in accordance with a Service Request system,
consisting of work orders established to capture the various types of costs
incurred by Service Company. Costs will be charged to the appropriate service
requests, which will then be the basis for the billing of costs to Client
Companies.
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Section 6. Payment
-------------------
Payment shall be by making remittance of the amount billed or by making
appropriate accounting entries on the books of the companies.
Payment shall be accomplished on a monthly basis, and remittance or
accounting entries shall be completed within 60 days of billing.
Section 7. Ameren Corporation
------------------------------
Except as authorized by rule, regulation, or order of the Securities and
Exchange Commission, nothing in this Agreement shall be read to permit Ameren
Corporation, or any person employed by or acting for Ameren Corporation, to
provide services for other Parties, or any companies associated with said
Parties.
Section 8. Client Companies
----------------------------
Except as limited by Section 7, nothing in this Agreement shall be read to
prohibit Client Companies or their subsidiaries from furnishing to other Client
Companies or their subsidiaries services herein referred to, under the same
conditions and terms as set out for Service Company.
Section 9. Effective Date and Termination
------------------------------------------
This Agreement is executed subject to the consent and approval of all
applicable regulatory agencies, and if so approved in its entirety, shall become
effective as of the date the merger between Union Electric and CIPSCO is
consummated, and shall remain in effect from said date unless terminated by
mutual agreement or by any Party giving at least sixty days'
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written notice to the other Parties prior to the beginning of any calendar year,
each Party fully reserving the right to so terminate the Agreement.
This Agreement may also be terminated to the extent that performance may
conflict with any rule, regulation or order of the Securities and Exchange
Commission adopted before or after the making of this Agreement.
Section 10. Assignment
-----------------------
This Agreement and the rights hereunder may not be assigned without the
mutual written consent of all Parties hereto.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and attested by their authorized officers as of the day and year first
above written.
AMEREN SERVICES COMPANY
By______________________________
Title___________________________
ATTEST:
By____________________________
Title_________________________
AMEREN CORPORATION
By______________________________
Title___________________________
ATTEST:
By____________________________
Title_________________________
UNION ELECTRIC COMPANY
By______________________________
Title___________________________
ATTEST:
By____________________________
Title_________________________
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CENTRAL ILLINOIS PUBLIC SERVICE CO.
By______________________________
Title___________________________
ATTEST:
By____________________________
Title_________________________
CIPSCO INVESTMENT COMPANY
By______________________________
Title___________________________
ATTEST:
By____________________________
Title_________________________
7
AMEREN SERVICES
DESCRIPTION OF EXPECTED SERVICES BY FUNCTION/DEPARTMENT
FUNCTION/DEPARTMENT DESCRIPTION
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Building Service Provide facility management services for owned and
leased facilities, excluding power plants. Services
include operation and maintenance of structures,
capital improvements, interior space planning, security
and janitorial.
Controller's Perform all accounting services necessary to properly
maintain and report on the books and records of Ameren
and its subsidiaries. Provide investor relations
services.
Corporate Develop strategies for advertising and marketing
Communications efforts, develop employee communication programs,
coordinate community relations efforts and develop
policies and procedures for media relations.
Corporate Planning Provide rate engineering, interchange marketing,
resource planning and business analysis services.
Customer Services/ Answer customer inquiries pertaining to electric/gas
Division Support service usage and perform credit activities. Provide
technical support relating to planning, engineering,
constructing and operating the distribution and
transmission systems. Provide technical support and
maintenance of protective relay schemes, station meter
work, system testing and data acquisition systems.
Economic Development Provide community and business development services, as
well as natural gas development services. Analyze
community and business development opportunities.
Energy Supply Coordinate the use of the generating, transmission and
interconnection facilities to provide economical and
reliable energy.
Engineering and Provide professional services related to engineering
Construction studies, design, procurement, planning, building and
management of projects. Study technology that may
reduce costs of producing, delivering and using
electricity.
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Schedule 1
Page 1
of 3
FUNCTION/DEPARTMENT DESCRIPTION
--------------------------------------------------------------------------------
Environmental Services Perform analysis and advocacy of regulatory and
& Safety legislative issues & Safety in the areas of
environment, health and safety. Communicate final
regulatory requirements to operating groups. Provide
assistance and support and compliance review in meeting
those requirements. Oversee hazardous substance site
investigation and remediation activities.
Executive Provide executive management duties for all Company
activities at the department, function and officer
levels.
Fossil Fuel Procurement Provide resources necessary to procure fuel for the
fossil power plants and minimize production costs.
Gas Supply Provide gas supply and pipeline capacity procurement
and management services. Develop policies, procedures
and standards which govern the design, construction and
operation of the gas systems.
General Counsel Provide legal advice and services in regards to
legislative activities, regulatory agencies and
security matters. Make regulatory filings, maintain
minutes of the boards of directors, conduct stockholder
meetings and procure property and casualty insurance
bonds.
Human Resources Administer and negotiate employee benefits including
pensions, major medical, long-term disability, life
insurance, defined contribution plans, executive
benefit and flexible spending plans. Provide employment
services, including required regulatory reporting and
maintenance of personnel records. Provide employee
training and communications services.
Industrial Relations Negotiate, represent and administer provisions of labor
agreements applicable to unions representing union
employees.
Information Services Provide for the development and operation of computer
software, telecommunications and other equipment used
to conduct business and engineering activities.
Maintain all billing records and process customer meter
readings.
Internal Audit Audit company operations, perform operational and
productivity reviews, review justifications for capital
projects and perform quality assurance reviews.
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Schedule 1
Page 2
of 3
FUNCTION/DEPARTMENT DESCRIPTION
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Marketing Provide marketing services including account
management, program development, market research and
customer energy services.
Merger Coordination Monitor programs to achieve savings, merger costs and
position reductions as they relate to the
implementation plans.
Motor Transportation Provide engineering, support, and mechanical servicing
of vehicles, procurement of vehicles and safety and
training programs.
Purchasing Provide procurement of goods and services other than
fuel. Provide materials inventory management services.
Real Estate Acquire necessary land rights and permits including
coordination of site selection. Maintain existing land
rights while permitting licenses and leases to minimize
investment or costs of holding property.
Stores Receive, inspect, store, issue and deliver materials
and supplies throughout all service areas. Process
transformers, tools, scrap material and hazardous
waste.
Tax Research and consult on tax issues in connection with
federal, state and local tax compliance and planning
matters, including the preparation and filing of
returns.
Treasurer's Provide treasury operation, mailing, financial planning,
investments, and executive payroll and pension disbursement services.
Schedule 1
Page 3
of 3
AMEREN SERVICES
EXPECTED ALLOCATED DIRECT COST FACTORS
ALLOCATION NUMBER DESCRIPTION
----------------- -----------
001A Composite*
002A Number of customers
002B Number of gas transportation customers
003A Sales (kwh and dekatherm)
003B Kwh sales
003C Dekatherm sales
004A Number of employees
004B Number of contract employees
004C Number of non-contract employees
005A O&M labor
006A Total revenues
006B Electric revenues
006C Gas revenues
007A Total capitalization
008A Total assets
009A Construction expenditures
010A Peak load (electric)
010B Peak load (gas)
011A Generating capacity
012A Gas throughput (includes transportation)
013A CPU cycles - mainframe
013B CPU cycles - UNIX
015A Current tax expense
016A Number of vehicles
*Composite consists of the following three factors (equal weight to each
factor):
Sales (kwh and dekatherm)
Number of customers
Number of employees
Schedule 2
