CENTRAL ILLINOIS PUBLIC SERVICE CO (Form: S-3, Received: 04/24/2001 14:51:53)

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As filed with the Securities and Exchange Commission on April 24, 2001.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Exact name of registrant as specified in its charter)

Illinois	37-0211380
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

607 East Adams Street
Springfield, Illinois 62739
(217) 523-3600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Donald E. Brandt
Senior Vice President
c/o Ameren Services Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
(Name, address, including zip code, and telephone number,
including area code, of agents for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /x/

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

CALCULATION OF REGISTRATION FEE


Title of each class of securities to be registered	Proposed maximum aggregate offering price	Amount of registration fee

Senior Notes	$250,000,000	$62,500

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED APRIL 24, 2001

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Prospectus

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

$250,000,000

SENIOR NOTES

Central Illinois Public Service Company, doing business as AmerenCIPS, intends to offer senior notes from time to time in one or more series with an offering price not to exceed $250,000,000. This prospectus provides you with a general description of the senior notes we may offer.

We will provide specific information about the offering and the terms of the senior notes in supplements to this prospectus. The supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the supplements carefully before investing. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

Our principal executive offices are located at 607 East Adams Street, Springfield, Illinois 62739 and our telephone number is 217-523-3600.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We may offer the senior notes directly or through underwriters, agents or dealers. Each prospectus supplement will provide the terms of the plan of distribution relating to each series of senior notes. "Plan of Distribution" also provides more information on this topic.

The date of this prospectus is April , 2001.

FORWARD-LOOKING STATEMENTS

Statements made in this prospectus, any accompanying prospectus supplement and the additional information described under "Where You Can Find More Information," which are not based on historical facts, are "forward-looking" and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such "forward-looking" statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include, without limitation, statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions and financial performance. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed elsewhere in this prospectus, any accompanying prospectus supplement and the additional information described under "Where You Can Find More Information," could cause results to differ materially from management expectations as suggested by such "forward-looking" statements:

•: the effects of regulatory actions, including changes in regulatory policy;
•: changes in laws and other governmental actions;
•: the impact on us of current regulations related to the phasing-in of the opportunity for some customers to choose alternative energy suppliers in Illinois;
•: the effects of increased competition in the future due to, among other things, deregulation of certain aspects of our business at both the state and federal levels;
•: the effects of withdrawal from the Midwest Independent System Operator and membership in the Alliance Regional Transmission Organization;
•: future market prices for purchased power and natural gas, including the use of financial instruments;
•: average rates for electricity in the Midwest;
•: business and economic conditions;
•: interest rates;
•: weather conditions;
•: the impact of current environmental regulations on utilities;
•: monetary and fiscal policies;
•: future wages and employee benefits costs; and
•: legal and administrative proceedings.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

We are an Illinois corporation that was organized in 1902. We are a public utility operating company engaged in the sale of electricity and natural gas in portions of central and southern Illinois. We furnish electric service in 557 incorporated and unincorporated communities and adjacent suburban and rural areas. We also furnish natural gas service to retail customers in 267 incorporated and unincorporated communities and adjacent suburban and rural areas located in 41 counties of central and southern Illinois. We supply electric service to about 325,000 customers and natural gas service to about 175,000 customers. We are a subsidiary of Ameren Corporation, a holding company which is registered under the Public Utility Holding Company Act of 1935. For 2000, 80% of total operating revenues was derived from the sale of electric energy and 20% from the sale of natural gas.

Our service territory is predominantly made up of small towns and rural areas. The territory served by us, located in 66 counties in Illinois, has an estimated population of 820,000 and is devoted principally to agriculture and diversified industrial operations. Key industries include petroleum and petrochemical industries, food processing, metal fabrication and coal mining.

In conjunction with the Illinois Electric Service Customer Choice and Rate Relief Law of 1997, on May 1, 2000, following the receipt of all required state and federal regulatory approvals, we transferred all of our electric generating assets and related liabilities, at historical net book value, to a newly created nonregulated affiliate, AmerenEnergy Generating Company, which we refer to as Generating Company. The transfer was made in exchange for a subordinated promissory note from Generating Company in the principal amount of $552 million and shares of Generating Company's common stock. The promissory note has a term of five years and bears interest at 7 percent based on a 10-year amortization. The assets transferred by us included the generating facilities located in Newton, Coffeen, Meredosia, Grand Tower and Hutsonville, Illinois along with related fuel, supply, transportation, maintenance and labor agreements and other rights, assets and liabilities related to the generation of electricity by us. Seven hundred and fifty employees, or approximately 45% of our workforce, were also transferred to Generating Company as part of the transfer. As a result of the transfer, from May 1, 2000, our business is exclusively traditional utility transmission and distribution operations. In addition, as a result of the transfer, the comparability of our 2001 results of operations to 2000 results of operations will be significantly effected.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the Securities and Exchange Commission, which we refer to as the SEC, under the Securities Act of 1933, which we refer to as the Securities Act. This prospectus is part of the registration statement, but the registration statement also contains additional information and exhibits, including our senior note indenture, pursuant to which the senior notes will be issued, and our first mortgage indenture. We also file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement and any document that we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can call the SEC's toll-free telephone number at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a web site at www.sec.gov that contains reports, proxy and information statements and other information regarding companies, such as us, that file documents with the SEC electronically. The documents can be found by searching the EDGAR Archives with the SEC electronically.

The SEC allows us to "incorporate by reference" the information that we file with the SEC which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and you should read it with the same care. Later information that we file with the SEC will

automatically update and supersede this information. We incorporate by reference our Annual Report on Form 10-K for the year ended December 31, 2000.

We are also incorporating by reference all additional documents that we file with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, which we refer to as the Exchange Act, between the date of the initial filing of the registration statement of which this prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus and the time that all of the senior notes are sold.

You may request a free copy of these filings by writing or telephoning us at the following address:

Central Illinois Public Service Company
Attention: Secretary's Department
P.O. Box 66149
St. Louis, Missouri 63166-6149
Telephone: 314-554-2715

You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any state where the offer or sale is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

RATIOS OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges before income taxes. For the purposes of such computations:

•: earnings consist of net income plus fixed charges and income taxes; and
•: fixed charges consist of interest on long-term debt, net of amortization of debt discount, premium and expenses, interest on provision for revenue refunds, and other interest charges.

		Year Ended December 31,
		1996		1997		1998		1999		2000
Ratio of Earnings to Fixed Charges		4.30		3.64		4.13		2.98		4.05

USE OF PROCEEDS

We will use the net proceeds we receive from the sale of the senior notes:

•: in connection with the payment at maturity or the redemption, refunding, refinancing or purchase of certain outstanding long-term debt, including without limitation, our outstanding first mortgage bonds; and
•: for general corporate purposes, including the repayment of short-term debt incurred to finance construction expenditures and other working capital needs.

The specific allocation of the net proceeds of a particular series of senior notes and information relating to the particular outstanding debt, if any, to be paid at maturity, redeemed, refunded, refinanced or purchased will be described in the prospectus supplement related to that series. In the case of the redemption, refunding or purchase of outstanding debt consisting of first mortgage bonds, we may apply proceeds of the senior notes to pay any redemption premium or purchase price in excess of the principal amount.

DESCRIPTION OF SENIOR NOTES

General

Each series of senior notes is to be an initial issue of a new series of debt securities issued under, and secured by, the indenture dated as of December 1, 1998, as it may be amended or supplemented, which we refer to collectively as the senior note indenture, between The Bank of New York, as trustee, and us. The following summaries of certain provisions of the senior note indenture do not purport to be complete and are subject to, and qualified in their entirety by, all of the provisions of the senior note indenture which is an exhibit to the registration statement of which this prospectus is a part and which is incorporated into this prospectus by this reference.

Until the release date, all of the senior notes outstanding under the senior note indenture will be secured by one or more series of our senior note mortgage bonds issued and delivered by us to the trustee. On the release date, the senior notes will cease to be secured by the senior note mortgage bonds, will become our unsecured general obligations and will rank on a parity with our other unsecured and unsubordinated indebtedness . The senior note indenture provides that, in addition to the senior notes offered hereby, additional senior notes may be issued thereunder, without limitation as to aggregate principal amount, provided that, prior to the release date, the principal amount of senior notes that may be issued and outstanding under the senior note indenture cannot exceed the principal amount of senior note mortgage bonds then held by the trustee. As of December 31, 2000, $75 million of senior notes issued under the senior note indenture, secured by corresponding series of senior note first mortgage bonds, was outstanding.

There is no requirement under the senior note indenture that our future issuances of debt securities be issued exclusively under the senior note indenture, and we will be free to employ other indentures or documentation, containing provisions different from those included in the senior note indenture or applicable to one or more issuances of senior notes, in connection with future issuances of other debt securities. The senior note indenture provides that the senior notes will be issued in one or more series, may be issued at various times, may have differing maturity dates and may bear interest at differing rates. We need not issue all senior notes of one series at the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the senior notes of that series, for issuances of additional debt securities of that series. The prospectus supplement applicable to each issuance of senior notes will specify:

•: the designation and any limitation on aggregate principal amount of the senior notes;
•: the original issue date for the senior notes and the date on which the senior notes will mature;
•: the interest rate or rates, or method of calculation of such rate or rates, for the senior notes, and the date from which interest shall accrue;
•: the dates on which interest will be payable;
•: the record dates for payments of interest if other than the fifteenth day of the calendar month next preceding each interest payment date;
•: the terms, if any, regarding the optional or mandatory redemption of the senior notes, including redemption date or dates of the senior notes, if any, and the price or prices applicable to such redemption;
•: the period or periods within which, the price or prices at which and the terms and conditions upon which the senior notes may be repaid, in whole or in part, at the option of the holder thereof;

•: if prior to the release date, the designation of the related series of senior note mortgage bonds being delivered to the trustee in connection with the issuance of the senior notes; and
•: any other terms of the senior notes not inconsistent with the senior note indenture.

Unless otherwise indicated in the applicable prospectus supplement, the senior notes will be denominated in United States currency in minimum denominations of $1,000 and integral multiples thereof.

There are no provisions in the senior note indenture or the senior notes that require us to redeem, or permit the holders to cause a redemption of, the senior notes or that otherwise protect the holders in the event that we incur substantial additional indebtedness, whether or not in connection with a change in control.

Registration, Transfer and Exchange

Unless otherwise indicated in the applicable prospectus supplement, each series of senior notes will initially be issued in the form of one or more global securities, in registered form, without coupons, as described under "Book-Entry System." The global securities will be registered in the name of a nominee of The Depository Trust Company, as depository, which we refer to as DTC, and deposited with, or on behalf of, the depository. Except as set forth under "Book-Entry System," owners of beneficial interests in a global security will not be entitled to have senior notes registered in their names, will not receive or be entitled to receive physical delivery of any senior notes and will not be considered the registered holder thereof under the senior note indenture.

Senior notes of any series will be exchangeable for other senior notes of the same series of any authorized denominations and of a like aggregate principal amount and tenor.

Unless otherwise indicated in the applicable prospectus supplement, senior notes may be presented for exchange or registration of transfer — duly endorsed or accompanied by a duly executed written instrument of transfer — at the office of the trustee maintained for such purpose with respect to any series of senior notes, without service charge but upon payment of any taxes and other governmental charges as described in the senior note indenture. Such transfer or exchange will be effected upon the trustee and us being satisfied with the documents of title and indemnity of the person making the request.

In the event of any redemption of senior notes of any series, the trustee will not be required to exchange or register a transfer of any senior notes of such series selected, called or being called for redemption except, in the case of any senior note to be redeemed in part, the portion thereof not to be so redeemed.

Payment and Paying Agents

Principal of and interest and premium, if any, on senior notes issued in the form of global securities will be paid in the manner described below under "Book-Entry System."

Unless otherwise indicated in the applicable prospectus supplement, interest on senior notes, other than interest at maturity, that are in the form of certificated securities will be paid by check payable in clearinghouse funds mailed to the person entitled thereto at such person's address as it appears in the register for the senior notes maintained by the trustee; provided, however, a holder of senior notes of one or more series under the senior note indenture in the aggregate principal amount of $10,000,000 or more having the same interest payment dates will be entitled to receive payments of interest on such series by wire transfer of immediately available funds to a bank within the continental United States if the trustee has received appropriate wire transfer instructions on or prior to the applicable regular record date for such interest payment date. Unless otherwise

indicated in the applicable prospectus supplement, the principal of, and interest at maturity and premium, if any, on, senior notes in the form of certificated securities will be payable in immediately available funds at the office of the trustee or at the authorized office of any paying agent upon presentation and surrender of such senior notes.

All monies we pay to the trustee for the payment of principal of, and interest or premium, if any, on, any senior note which remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable will be repaid to us, subject to applicable abandoned property laws, and the holder of such senior note will thereafter look only to us for payment thereof.

In any case where the date of maturity of the principal of or any premium or interest on any senior note or the date fixed for redemption of any senior note is not a Business Day (as defined herein), then payment of that principal or any premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and, in the case of timely payment thereof, no interest shall accrue for the period from and after such interest payment date or the date on which the principal or premium of the senior note is stated to be payable to such next succeeding Business Day.

Redemption Provisions

Any terms for the optional or mandatory redemption of the senior notes will be indicated in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, the senior notes will be redeemable only upon notice by mail not less than 30 nor more than 60 days prior to the date fixed for redemption, and, if less than all the senior notes of a series are to be redeemed, the particular senior notes to be redeemed will be selected by the trustee in such manner as it shall deem appropriate and fair.

Any notice of redemption at our option may state that such redemption will be conditional upon receipt by the trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest on such senior notes and that if such money has not been so received, such notice will be of no force and effect and we will not be required to redeem such senior notes.

Security; Release Date

Until the release date, the senior notes will be secured by one or more series of our first mortgage bonds, which we refer to as our senior note mortgage bonds, issued and delivered by us to the trustee. Upon the issuance of a series of senior notes before the release date, we have agreed to simultaneously issue and deliver to the trustee, as security for all the senior notes being issued, a series of senior note mortgage bonds that will have the same stated maturity date and mandatory redemption provisions, and will be in the same aggregate principal amount as the series of the senior notes being issued. Any series of senior note mortgage bonds may, but need not, bear interest. The series of senior note mortgage bonds to be issued to the trustee concurrently with the issuance of the related series of senior notes will bear interest at the same rate as is borne by the series of senior notes. Payment by us to the trustee of principal of, premium, if any, and interest on, a series of senior note mortgage bonds will be applied by the trustee to satisfy our obligations with respect to principal of, premium, if any, and interest on, the related series of senior notes.

The release date will be the date that all our first mortgage bonds issued and outstanding under the first mortgage indenture, other than senior note mortgage bonds, have been retired — at, before or after the maturity thereof — through payment, redemption or otherwise, including those first mortgage bonds deemed to be paid within the meaning of the first

mortgage indenture. On the release date, the trustee will deliver to us for cancellation all senior note mortgage bonds and not later than 30 days thereafter, will provide notice to all holders of senior notes of the occurrence of the release date. As a result, on the release date, the senior note mortgage bonds shall cease to secure the senior notes, and the senior notes will become our unsecured general obligations and will rank on a parity with our other unsecured and unsubordinated indebtedness.

Each series of senior note mortgage bonds will be a series of our first mortgage bonds, all of which are secured by a lien on certain property we own, as described under "Description of Senior Note Mortgage Bonds — Security." Upon the payment or cancellation of any outstanding senior notes, the trustee shall surrender to us for cancellation an equal principal amount of the related series of senior note mortgage bonds. We have agreed not to permit, at any time prior to the release date, the aggregate principal amount of senior note mortgage bonds held by the trustee to be less than the aggregate principal amount of senior notes then outstanding. Following the release date, we have agreed to cause the first mortgage indenture to be discharged and we have agreed not to issue any additional first mortgage bonds under the first mortgage indenture. While we have agreed to be precluded after the release date from issuing additional first mortgage bonds under the first mortgage indenture, we have not agreed to be precluded under the senior note indenture or senior notes from issuing or assuming other secured debt, or incurring liens on our property, except to the extent indicated under "Certain Covenants — Limitation on Liens" and except as otherwise indicated in the applicable prospectus supplement.

Events of Default

The following constitute events of default under the senior note indenture:

•: default in the payment of principal of and premium, if any, on any senior note when due and payable;
•: default in the payment of interest on any senior note when due and payable which continues for sixty days;
•: default in the performance or breach of any of our other covenants or warranties in the senior notes or in the senior note indenture and the continuation thereof for ninety days after written notice thereof to us by the trustee or to the trustee and us by the holders of at least 33% in aggregate principal amount of the outstanding senior notes;
•: prior to the release date, the occurrence of a default as defined in the first mortgage indenture; provided, however, that the waiver or cure of such default under the first mortgage indenture and the rescission and annulment of the consequences thereof under the first mortgage indenture shall constitute a waiver of the corresponding event of default under the senior note indenture and a rescission and annulment of the consequences thereof under the senior note indenture; and
•: certain events of bankruptcy, insolvency, reorganization, assignment or receivership of us.

If an event of default under the senior note indenture occurs and is continuing, either the trustee or the holders of a majority in aggregate principal amount of the outstanding senior notes may declare, by notice in writing, the principal amount of and interest on all senior notes to be due and payable immediately. Upon such acceleration of the senior notes, the senior note mortgage bonds shall be immediately redeemable upon demand of the trustee, and surrender thereof to the mortgage corporate trustee, at a redemption price of 100% of the principal amount thereof, together with interest to the redemption date. At any time after an acceleration of the senior notes has been declared, but before a judgment or decree for the payment of the principal amount of the senior notes has been obtained, and provided the acceleration of all senior note mortgage bonds has not

occurred, if we pay or deposit with the trustee a sum sufficient to pay all matured installments of interest and the principal and any premium which has become due otherwise than by acceleration and all defaults shall have been cured or waived, then such payment or deposit will cause an automatic rescission and annulment of the acceleration of the senior notes.

The senior note indenture provides that the trustee generally will be under no obligation to exercise any of its rights or powers under the senior note indenture at the request or direction of any of the holders of senior notes unless such holders have offered to the trustee reasonable security or indemnity. Subject to such provisions for indemnity and certain other limitations contained in the senior note indenture, the holders of a majority in principal amount of the outstanding senior notes generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or of exercising any trust or power conferred on the trustee. The holders of a majority in principal amount of the outstanding senior notes generally will have the right to waive any past default or event of default under the senior note indenture. The senior note indenture provides that no holder of senior notes may institute any action against us under the senior note indenture unless such holder previously shall have given to the trustee written notice of default and continuance thereof and unless the holders of not less than a majority in aggregate principal amount of senior notes shall have requested the trustee to institute such action and shall have offered the trustee reasonable indemnity, and the trustee shall not have instituted such action within 60 days of such request. Furthermore, no holder of senior notes will be entitled to institute any such action if and to the extent that such action would disturb or prejudice the rights of other holders of senior notes.

Notwithstanding that the right of a holder of senior notes to institute a proceeding with respect to the senior note indenture is subject to certain conditions precedent, each holder of a senior note has the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest, if any, on such senior note when due and to institute suit for the enforcement of any such payment, and such rights may not be impaired without the consent of that holder of senior notes.

The senior note indenture provides that the trustee, within 90 days after it receives notice of the occurrence of a default with respect to the senior notes, is required to give the holders of the senior notes notice of such default, unless cured or waived, but, except in the case of default in the payment of principal of, or premium, if any, or interest on, any senior notes, the trustee may withhold such notice if it determines in good faith that it is in the interest of such holders to do so. We are required to deliver to the trustee each year a certificate as to whether or not, to the knowledge of the officers signing such certificate, we are in compliance with the conditions and covenants under the senior note indenture.

Modification

The trustee and we may modify and amend the senior note indenture with the consent of the holders of a majority in principal amount of the outstanding senior notes affected thereby, provided that no such modification or amendment may, without the consent of the holder of each outstanding senior note affected thereby:

•: change the maturity date of any senior note;
•: reduce the rate, or change the method of calculation thereof, or extend the time of payment of interest on any senior note;
•: reduce the principal amount of, or premium payable on, any senior note;
•: change the coin or currency of any payment of principal of, or any premium or interest on, any senior note;

•: change the date on which any senior note may be redeemed or repaid at the option of the holder thereof or adversely affect the rights of a holder to institute suit for the enforcement of any payment on or with respect to any senior note;
•: impair the interest of the trustee in the senior note mortgage bonds held by it or, prior to the release date, reduce the principal amount of any series of senior note mortgage bonds securing the senior notes to an amount less than the principal amount of the related series of senior notes or alter the payment provisions of those senior note mortgage bonds in a manner adverse to the holders of the senior notes; or
•: modify the foregoing requirements or reduce the percentage of outstanding senior notes necessary to modify or amend the senior note indenture or to waive any past default to less than a majority.

The trustee and we may modify and amend the senior note indenture without the consent of the holders in certain cases, including:

•: to add to our covenants for the benefit of the holders or to surrender a right conferred on us in the senior note indenture;
•: to add further security for the senior notes;
•: to add provisions enabling us to be released with respect to one or more series of outstanding senior notes from our obligations under the covenants described under "Certain Covenants — Limitation on Liens" and "— Limitation on Sale and Lease-Back Transactions" and "Consolidation, Merger and Sale or Disposition of Assets," upon satisfaction of conditions with respect to such series of senior notes that are the same as those described under "Defeasance and Discharge," except that the opinion of tax counsel referred to in that section need not be based upon an external tax pronouncement;
•: to supply omissions, cure ambiguities or correct defects which actions, in each case, are not prejudicial to the interests of the holders in any material respect; or
•: to make any other change that is not prejudicial to the holders of senior notes.

A supplemental indenture which changes or eliminates any covenant or other provision of the senior note indenture, or any supplemental indenture which has expressly been included solely for the benefit of one or more series of senior notes, or which modifies the rights of the holders of senior notes of such series with respect to such covenant or provision, will be deemed not to affect the rights under the senior note indenture of the holders of senior notes of any other series.

Defeasance and Discharge

The senior note indenture provides that we will be discharged from any and all obligations in respect of the senior notes and the senior note indenture, except for certain obligations such as obligations to register the transfer or exchange of senior notes, replace stolen, lost or mutilated senior notes and maintain paying agencies, if, among other things, we irrevocably deposit with the trustee, in trust for the benefit of holders of senior notes, money or certain United States government obligations, or any combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient, without reinvestment, to make all payments of principal of, and any premium and interest on, the senior notes on the dates such payments are due in accordance with the terms of the senior note indenture and the senior notes; provided that, unless all of the senior notes are to be due within 90 days of such deposit by redemption or otherwise, we shall also have delivered to the trustee an opinion of counsel expert in federal tax matters to the effect that we have received from, or there has been published by, the Internal Revenue Service a ruling or similar pronouncement by the

Internal Revenue Service or that there has been a change in law, in either case to the effect that the holders of the senior notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or discharge of the senior note indenture and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case absent such defeasance or discharge of the senior note indenture. Thereafter, the holders of senior notes must look only to such deposit for payment of the principal of, and interest and any premium on, the senior notes.

Consolidation, Merger and Sale or Disposition of Assets

We have agreed not to consolidate with or merge into any other corporation or sell or otherwise dispose of our properties as or substantially as an entirety to any person unless:

•: the successor or transferee corporation or the person that receives such properties pursuant to such sale, transfer or other disposition shall be a corporation organized and existing under the laws of the United States of America, any state thereof, or the District of Columbia;
•: the successor or transferee corporation or the person that receives such properties pursuant to such sale, transfer or other disposition assumes by supplemental indenture the due and punctual payment of the principal of and premium and interest on all the senior notes and the performance of every covenant of the senior note indenture to be performed or observed by us; and
•: prior to the release date, the successor or transferee corporation or the person that receives such properties pursuant to such sale, transfer or other disposition assumes our obligations under the first mortgage indenture with respect to the senior note mortgage bonds.

Upon any such consolidation, merger, sale, transfer or other disposition of our properties substantially as an entirety, the successor corporation formed by such consolidation or into which we are merged or the person to which such sale, transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, us under the senior note indenture with the same effect as if such successor corporation or person had been named as us therein and we will be released from all obligations under the senior note indenture. For purposes of the senior note indenture, the conveyance or other transfer by us of:

•: all or any portion of our facilities for the generation of electric energy;
•: all of our facilities for the transmission of electric energy; or
•: all of our facilities for the distribution of natural gas;

in each case considered alone or in any combination with properties described in any other clause, shall in no event be deemed to constitute a conveyance or other transfer of all our properties, as or substantially as an entirety.

Certain Covenants

Limitation on Liens

The senior note indenture provides, so long as any senior notes are outstanding, we may not issue, assume, guarantee or permit to exist after the release date any Debt (as defined herein) that is secured by any mortgage, security interest, pledge or lien ("Lien") of or upon any of our Operating Property (as defined herein), whether owned at the date of the senior note indenture or thereafter acquired, without in any such case effectively securing the senior notes (together with, if we shall so determine, any of our other indebtedness ranking senior to, or equally with, the senior notes) equally and ratably with such Debt (but only so long as such Debt is so secured).

The foregoing restriction will not apply to:

(1): Liens on Operating Property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to such Operating Property);
(2): Liens on Operating Property of a corporation existing at the time such corporation is merged into or consolidated with, or such corporation disposes of all or substantially all its properties (or those of a division) to, us;
(3): Liens on Operating Property to secure the cost of acquisition, construction, development or substantial repair, alteration or improvement of property or to secure Debt incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided such Liens are created or assumed contemporaneously with, or within 18 months after, such acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement;
(4): Liens in favor of any State, or any department, agency or instrumentality or political subdivision of any State, or for the benefit of holders of securities issued by any such entity (or providers of credit enhancement with respect to such securities), to secure any Debt (including, without limitation, our obligations with respect to industrial development, pollution control or similar revenue bonds) incurred for the purpose of financing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving our Operating Property; or
(5): any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (1) through (4), provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by said clauses (1) to (4), inclusive, shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal or replacement.

Also, the foregoing restriction will not apply to the issuance, assumption or guarantee by us of Debt secured by a Lien that would otherwise be subject to the foregoing restrictions up to an aggregate principal amount which, together with all our other secured Debt (not including secured Debt permitted under any of the foregoing exceptions) and the Value (as defined below) of Sale and Lease-Back Transactions (as defined below) existing at such time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be mortgaged under any of the foregoing exceptions in clauses (1) to (5) and Sale and Lease-Back Transactions that are permitted by the first sentence of "— Limitation on Sale and Lease-Back Transactions"), does not exceed 15% of Capitalization (as defined herein).

Limitation on Sale and Lease-Back Transactions

The senior note indenture provides that so long as any senior notes are outstanding, we may not enter into or permit to exist after the release date any Sale and Lease-Back Transaction (as defined herein) with respect to any Operating Property (except for transactions involving leases for a term, including renewals, of not more than 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition and the placing in operation of such Operating Property or of such Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if:

(1): we would be entitled pursuant to any of the provisions described in clauses (1) to (5) of the first sentence of the second paragraph under "— Limitation on Liens" to issue,

assume, guarantee or permit to exist Debt secured by a Lien on such Operating Property without equally and ratably securing the senior notes;

(2): after giving effect to such Sale and Lease-Back Transaction, we could incur pursuant to the provisions described in the second sentence of the second paragraph under "— Limitation on Liens," at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (1)); or
(3): we apply within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not exceeding the net book value), and, otherwise, an amount equal to the fair value (as determined by our Board of Directors) of the Operating Property so leased, to the retirement of senior notes or our other Debt ranking senior to, or equally with, the senior notes, subject to reduction for senior notes and such Debt retired during such 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at stated maturity.

Certain Definitions

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions or trust companies in the Borough of Manhattan, the City and State of New York, or in the city where the corporate trust office of the trustee is located, are obligated or authorized by law or executive order to close.

"Capitalization" means the total of all the following items appearing on, or included in, our consolidated balance sheet:

(1): liabilities for Debt maturing more than twelve (12) months from the date of determination; and
(2): common stock, preferred stock, hybrid preferred securities, premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of our capital stock held in our treasury. Subject to the foregoing, Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which we are engaged and that are approved by independent accountants regularly retained by us, and may be determined as of a date not more than sixty (60) days prior to the happening of an event for which such determination is being made.

"Debt" means any of our outstanding debt for money borrowed evidenced by notes, debentures, bonds, or other securities, or guarantees of any thereof.

"Operating Property" means:

(1): any interest in real property owned by us and
(2): any asset owned by us that is depreciable in accordance with generally accepted accounting principles in the United States, or GAAP, excluding, in either case, any interest of us as lessee under any lease which has been or would be capitalized on the books of the lessee in accordance with GAAP (except for a lease that results from a Sale and Lease-Back Transaction).

"Sale and Lease-Back Transaction" means any arrangement with any person providing for the leasing to us of any Operating Property (except for leases for a term, including any renewals thereof, of not more than 48 months), which Operating Property has been or is to be sold or transferred by us to such person; provided, however, Sale and Lease-Back Transaction does not include any arrangement first entered into prior to the date of the senior note indenture.

"Value" means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of:

(1): the net proceeds to us from the sale or transfer of the property leased pursuant to such Sale and Lease-Back Transaction and
(2): the net book value of such property, as determined in accordance with generally accepted accounting principles by us at the time of entering into such Sale and Lease-Back Transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the number of full years of the term of the lease that is part of such Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of such term, without regard, in any case, to any renewal or extension options contained in such lease.

Voting of Senior Note Mortgage Bonds Held by Trustee

The trustee, as the holder of senior note mortgage bonds, will attend any meeting of bondholders under the first mortgage indenture, or, at its option, will deliver its proxy in connection therewith relating to matters with respect to which it is entitled to vote or consent. So long as no event of default under the senior note indenture shall have occurred or be continuing, the trustee shall vote all senior note mortgage bonds then held by it, or consent with respect thereto, proportionately with the vote or consent of the holders of all other first mortgage bonds outstanding under the first mortgage indenture, the holders of which are eligible to vote or consent; provided, however, that the trustee shall not so vote in favor of, or so consent to, any amendment or modification of the first mortgage indenture which, if it were an amendment or modification of the senior note indenture, would require the consent of holders of senior notes as described under "— Modification," without the prior consent of holders of senior notes that would be required for such an amendment or modification of the senior note indenture.

Resignation or Removal of Trustee

The trustee may resign at any time upon written notice to us specifying the day upon which the resignation is to take effect and such resignation will take effect immediately upon the later of the appointment of a successor trustee and such specified day. The trustee may be removed at any time by an instrument or concurrent instruments in writing filed with the trustee and signed by the holders, or their attorneys-in-fact, of at least a majority in principal amount of the then outstanding senior notes. In addition, so long as no event of default or event which, with the giving of notice or lapse of time or both, would become an event of default has occurred and is continuing, we may remove the trustee upon notice to the holder of each senior note outstanding and the trustee, and appointment of a successor trustee.

Concerning the Trustee

We and our affiliates maintain corporate trust and other normal banking relationships with The Bank of New York. The senior note indenture provides that our obligations to compensate the trustee and reimburse the trustee for expenses, disbursements and advances will constitute indebtedness which will be secured by a lien generally prior to that of the senior notes upon all property and funds held or collected by the trustee as such.

Governing Law

The senior note indenture and each senior note will be governed by New York law.

DESCRIPTION OF SENIOR NOTE MORTGAGE BONDS

General

Each series of senior note mortgage bonds will be a series of first mortgage bonds issued under the indenture of mortgage or deed of trust dated October 1, 1941 between us and U.S. Bank Trust National Association, Chicago, Illinois, as successor mortgage corporate trustee, and an individual successor co-trustee, or collectively, the mortgage trustees, as amended and supplemented and as to be further amended by one or more supplemental indentures with respect to the senior note mortgage bonds, which we refer to collectively as the first mortgage indenture. The following summaries of certain provisions of the first mortgage indenture do not purport to be complete and are subject to, and qualified in their entirety by, all of the provisions of the first mortgage indenture which is an exhibit to the registration statement of which this prospectus is a part and which is incorporated in this prospectus by this reference.

The senior note mortgage bonds will be issued as security for our obligations under the senior note indenture and will be immediately delivered to, and registered in the name of, the trustee. The senior note indenture provides that the trustee shall not transfer any senior note mortgage bonds except to a successor trustee, to us, as provided in the senior note indenture, or in compliance with a court order in connection with a bankruptcy or reorganization proceeding of us. The trustee shall generally vote the senior note mortgage bonds proportionately with what it believes to be the vote of all other first mortgage bonds then outstanding, as described under "Description of Senior Notes — Voting of Senior Note Mortgage Bonds Held by Trustee."

The senior note mortgage bonds will correspond to the corresponding series of senior notes in respect of principal amount, interest rate, maturity date and redemption provisions. Upon payment of the principal of or premium, if any, or interest on the senior notes, senior note mortgage bonds of the corresponding series in a principal amount equal to the principal amount of such senior notes will, to the extent of such payment of principal, premium or interest, be deemed fully paid and our obligation to make such payment shall be discharged.

At December 31, 2000 we had outstanding $313 million in principal amount of first mortgage bonds issued under the first mortgage indenture, including $75 million of senior note mortgage bonds relating to two prior series of senior notes.

Redemption Provisions

The senior note mortgage bonds will be redeemed on the respective dates and in the respective principal amounts that correspond to the redemption dates for, and the principal amounts to be redeemed of, the corresponding series of senior notes. The senior note mortgage bonds will not be entitled to any covenant providing for the retirement or amortization of senior note mortgage bonds outstanding or for the certification of expenditures for bondable property in lieu of such retirement.

In the event of an event of default under the senior note indenture and acceleration of the senior notes, the senior note mortgage bonds will be immediately redeemable in whole, upon demand of the trustee, and surrender thereof to the mortgage corporate trustee, at a redemption price of 100% of the principal amount thereof, together with accrued interest to the redemption date.

Security

The senior note mortgage bonds will be secured by the lien of the first mortgage indenture and will rank equally with all the first mortgage bonds at any time outstanding under and secured by the first mortgage indenture, except as to differences between series permitted by the first mortgage indenture and not affecting the rank of the lien thereof. In the opinion of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd., Springfield, Illinois, our Illinois legal counsel, the first mortgage indenture constitutes a first mortgage lien, subject only to permitted encumbrances and liens, on all or substantially all the permanent fixed properties, other than excepted property, we now own. The first mortgage indenture contains provisions subjecting after-acquired property, other than excepted property, to the lien thereof. Such provisions might not be effective as to proceeds, products, rents, issues or profits of property subject to the lien of the senior note indenture realized, and additional property acquired, within 90 days prior and subsequent to the filing of a case with respect to us under the United States Bankruptcy Code, state insolvency laws or other similar laws affecting the enforcement of creditor's rights. The first mortgage indenture excepts or excludes from the lien thereof all cash, securities, accounts and bills receivable, choses in action and certain judgments not deposited or pledged with the mortgage trustees, all personal property held for sale, lease, rental or consumption in the ordinary course of business, the last day of each term under any lease of property, all gas, oil and other minerals under any property subject thereto, and certain real estate described therein.

Maintenance and Renewal

The first mortgage indenture provides that so long as any first mortgage bonds, including the senior note mortgage bonds, are outstanding, we will expend during each calendar year, and certify to the mortgage trustees, an amount equal to 15% of our utility operating revenues for that year, after deducting from those revenues the cost of electricity and gas purchased for resale, for:

(1): the maintenance and repair of our mortgaged utility properties;
(2): bondable property on which the first mortgage indenture is a first mortgage lien; and/or
(3): the retirement of the first mortgage bonds of any series heretofore or hereafter issued under the first mortgage indenture.

In lieu of such requirement, we may pay to the mortgage trustees, in cash, any deficiency in the amount required to be so expended, after deducting any unapplied excess expenditures previously made for any of such purposes. Any such cash may be applied to the retirement, through purchase, payment or redemption, of the first mortgage bonds — such retirement by redemption to be only if such first mortgage bonds are otherwise redeemable — or be withdrawn by us to the extent of 100% of either gross or net expenditures for bondable property on which the first mortgage indenture is a first mortgage lien.

The first mortgage indenture also provides that:

(1): we shall maintain the mortgaged properties in good repair and working order;
(2): the mortgage trustees may, and if requested by holders of a majority in principal amount of all outstanding first mortgage bonds and furnished with the necessary funds therefor, shall cause such properties to be inspected by an independent engineer, not more often than at five-year intervals, to determine whether they have been so maintained and whether any property, not retired on our books, should be so classified for the purpose of computing net expenditures for bondable property or otherwise; and
(3): we shall make good any deficiency in maintenance disclosed by such engineer's report as rendered or as modified by arbitration.

Issuance of Additional First Mortgage Bonds

The first mortgage indenture does not fix an overall dollar limitation on the aggregate principal amount of all first mortgage bonds that may be issued or outstanding thereunder. First mortgage bonds may be issued from time to time under the first mortgage indenture in a principal amount equal to:

(1): 60% of eligible net expenditures made by us for bondable property constructed or acquired by us and on which the first mortgage indenture is a first mortgage lien, subject only to permitted encumbrances and liens and prepaid liens;
(2): the principal amount of previously authenticated first mortgage bonds which have been retired or for the retirement of which the mortgage trustees hold the necessary funds, other than certain first mortgage bonds not usable for the purpose under the terms of the first mortgage indenture; and
(3): the amount of money deposited with the mortgage trustees for the purpose, which money may be applied to the retirement of bonds or may be withdrawn in lieu of the authentication of an equivalent principal amount of first mortgage bonds under the first mortgage indenture provisions referred to in clauses (1) and (2).

Upon the retirement of certain series of first mortgage bonds, any bonds of such series and any net expenditures for bondable property used or applied to satisfy the debt retirement provisions applicable to such series may be used as the basis for the authentication of additional first mortgage bonds under the first mortgage indenture. Net expenditures for bondable property are determined as provided in the first mortgage indenture. In general, bondable property means any utility plant, property or equipment owned by us on January 1, 1941 or constructed or otherwise acquired by us on or after that date and used or useful in our utility business. We own and operate only electric and gas utility properties.

At December 31, 2000, the 60% limitation described in clause (1) above would permit the issuance of approximately $84 million of additional first mortgage bonds on the basis of eligible net expenditures for bondable property. In addition, the amount of retired first mortgage bonds would permit the issuance of $100 million of additional first mortgage bonds as of March 15, 2001. The senior note mortgage bonds are expected to be issued on the basis of retired bonds, net expenditures for bondable property used or applied to satisfy the debt retirement provisions applicable to Series U and Series V first mortgage bonds and bondable property additions.

No additional first mortgage bonds may be authenticated under the first mortgage indenture provisions referred to in clauses (1) and (3) above, or authenticated as provided in clause (2) above, if such additional first mortgage bonds are issued more than five years prior to the maturity of such previously authenticated bonds and bear interest at a higher rate than such previously authenticated bonds, unless our net earnings, as described below, for a 12-month period ending within 90 days next preceding such authentication were at least equal to twice the interest for one year on:

(1): all first mortgage bonds to be outstanding under the first mortgage indenture immediately after such authentication, other than first mortgage bonds for the retirement of which the mortgage trustees hold the necessary funds; and
(2): all other indebtedness then secured by a lien equal or prior to the first mortgage indenture on our property, with certain exceptions.

Our "net earnings" for any period means our earnings, computed in accordance with accepted principles of accounting and determined by deducting from our total gross earnings and income for the period, all our operating expenses for the period, including maintenance, repairs, rentals,

insurance, all taxes other than income taxes, depreciation, retirements, renewals and replacements, but not amortization, all as provided in the first mortgage indenture.

Acquisition of Property Subject to a Prior Lien

The first mortgage indenture provides that we will not acquire any property of a value in excess of:

•: $25,000,000; or
•: 10 percent of our utility plant, less accumulated depreciation, at the time of acquisition, but in no event less than $1,000,000, which at the time of acquisition is subject to a lien equal or prior to the first mortgage indenture, other than permitted encumbrances, and liens and prepaid liens unless, at that time,
•: the principal amount of all outstanding obligations secured by such equal or prior lien shall not exceed 60% of the fair value of any bondable property so acquired; and
•: the net earnings of such property during a 12-month period ending within 90 days next preceding such acquisition were at least equal to twice the annual interest charge on such obligations, except any of such obligations for the retirement of which the necessary funds are deposited under such lien or with the mortgage trustees.

Limitations on Common Stock Dividends

The first mortgage indenture provides in effect that, so long as any first mortgage bonds of all prior series are outstanding, we will not declare or pay any dividends on our common stock, other than in stock, or make any other distribution on or purchase any of our common stock, unless, for the period beginning January 1, 1941 to the date of such payment, distribution or purchase, the total amount charged or provided by us for maintenance and repairs and provided for depreciation of properties subject to the lien of the first mortgage indenture, plus our earned surplus (retained earnings) earned during such period and remaining after any such payment, distribution or purchase, shall aggregate not less than 15% of our total utility operating revenues for the period, after deducting from such revenues the cost of electricity and gas purchased for exchange or resale. For the period January 1, 1941 to December 31, 2000, the total of the amounts so expended and provided by us for such maintenance, repairs and depreciation, plus the undistributed earned surplus accumulated during the period, aggregated about 22.6% of such revenues and, exclusive of such earned surplus, aggregated about 20.0% of such revenues.

Modification of First Mortgage Indenture

The terms and provisions of the first mortgage indenture may be modified or amended from time to time by a supplemental indenture executed by the mortgage trustees and us and without the consent of bondholders, for any one or more of the purposes provided in the first mortgage indenture. Such purposes include, among others,

•: any change or modification of any of the terms or conditions of the first mortgage indenture, provided that such change or modification would not adversely affect the first mortgage bonds then outstanding and is made effective only with respect to first mortgage bonds authenticated after the execution of such supplemental indenture; and
•: any other change or modification of such terms or conditions which is not inconsistent with the terms, and which shall not impair the security, of the first mortgage indenture.

The first mortgage indenture may be amended in any respect with the consent of the holders of not less than 51% in principal amount of all first mortgage bonds of all series then outstanding that would be affected thereby, except that, without the consent of the holder of each outstanding first mortgage bond affected thereby, no such amendment shall, among other things,

•: extend the time or times or otherwise affect the terms of payment of the principal, interest or premium in respect of any first mortgage bond, or reduce the principal amount of any first mortgage bond or any premium thereon or the rate of interest thereon;
•: impair the right of any bondholder to institute suit for the enforcement of any such payment in respect of its first mortgage bonds;
•: permit the creation of any lien ranking prior to, or on a parity with, the lien of the senior note indenture, other than permitted encumbrances and liens or prepaid liens;
•: deprive any nonassenting bondholder of a lien on the mortgaged property for the security of the bondholder's first mortgage bonds; or
•: reduce the percentage in principal amount of first mortgage bonds, the consent of the holders of which is required for any such amendment.

Other First Mortgage Indenture Provisions

Holders of a majority in principal amount of the first mortgage bonds secured by the first mortgage indenture have the right to direct the time, method and place of conducting proceedings for remedies available to, or exercising any trust or power of, the mortgage trustees. However, the mortgage trustees may decline to follow such directions in certain circumstances specified in the first mortgage indenture; the mortgage trustees are not required to exercise powers of entry or sale under the first mortgage indenture; and the mortgage trustees are entitled to be indemnified against expenditures incurred in connection with taking any directed action or proceeding.

A "default" or an "event of default" under the first mortgage indenture means:

•: failure to pay the principal of any first mortgage bond when due at maturity or otherwise;
•: failure to pay first mortgage bond interest within 60 days after its due date;
•: failure to pay the principal of, or interest on, any prior lien bond, continued beyond the grace period, if any, specified in the lien securing such bond;
•: our failure for 90 days after written demand to comply with any other covenant or condition in the first mortgage indenture or in any first mortgage bond or any prior lien bond or lien; or
•: certain events relating to bankruptcy, insolvency, assignment or receivership.

The mortgage trustees are required to give notice to bondholders of defaults known to the mortgage trustees, within 90 days after the occurrence thereof; provided that the mortgage trustees may withhold giving notice to bondholders of defaults, other than any default in payment of interest, principal or sinking or purchase fund installment in respect of any first mortgage bond, if the mortgage trustees determine in good faith that such withholding is in the interest of the bondholders. Upon default, the mortgage trustees may, among other remedies, and upon written notice from the holders of a majority in principal amount of first mortgage bonds then outstanding under the first mortgage indenture shall, declare the principal of all first mortgage bonds to be immediately due and payable. Upon certain terms and conditions, the declaration of acceleration may be rescinded and waived.

We are required to furnish to the mortgage trustees certificates of officers and engineers and, in certain cases, of accountants in connection with the authentication of first mortgage bonds, withdrawal of money, release of property and other matters, and opinions of counsel as to the lien of the first mortgage indenture and other matters. We also are required to furnish to the mortgage trustees, not less frequently than annually, a certificate as to our compliance with all the conditions and covenants under the first mortgage indenture, including the satisfaction of the maintenance and renewal, and the debt retirement, provisions of the first mortgage indenture and an opinion of counsel with respect to the lien of the first mortgage indenture.

BOOK-ENTRY SYSTEM

Unless otherwise indicated in the applicable prospectus supplement, each series of senior notes will initially be issued in the form of one or more global securities, in registered form, without coupons. The global security will be deposited with, or on behalf of, the depository, and registered in the name of the depository or a nominee of the depository.

So long as the depository, or its nominee, is the registered owner of a global security, such depository or such nominee, as the case may be, will be considered the owner of such global security for all purposes under the senior note indenture, including any notices and voting. Except in the circumstances described below, the owners of beneficial interests in a global security will not be entitled to have senior notes registered in their names, will not receive or be entitled to receive physical delivery of any such senior notes and will not be considered the registered holder thereof under the senior note indenture. Accordingly, each person holding a beneficial interest in a global security must rely on the procedures of the depository and, if such person is not a direct participant, on procedures of the direct participant through which such person holds its interest, to exercise any of the rights of a registered owner of such senior note.

Global securities may be exchanged in whole for certificated securities only if:

(1): the depository notifies us that it is unwilling or unable to continue as depository for the global securities or the depository has ceased to be a clearing agency registered under the Exchange Act and, in either case, we thereupon fail to appoint a successor depository within 90 days:
(2): we, at our option, notify the trustee in writing that we elect to cause the issuance of certificated securities; or
(3): there shall have occurred and be continuing an event of default with respect to the senior notes of any series.

In any such case, we have agreed to notify the trustee in writing that, upon surrender by the direct participants and indirect participants of their interest in such global securities, certificated securities representing senior notes will be issued to each person that such direct participants and indirect participants and the depository identify as being the beneficial owner of such senior notes.

The following is based solely on information furnished by DTC:

DTC will act as depository for the global securities. The global securities will be issued as fully-registered securities registered in the name of Cede & Co., DTC's partnership nominee. One fully-registered global security certificate will be issued for each issue of the global securities, each in the aggregate principal amount of such issue and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing corporation" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its direct participants deposit with DTC. DTC also facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct participants' accounts, thereby eliminating the need for physical movement of securities certificates.

Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as

securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly, which are referred to as indirect participants and, together with the direct participants, the participants. The rules applicable to DTC and its participants are on file with the SEC.

Purchases of global securities under the DTC system must be made by or through direct participants, who will receive a credit for such purchases of global securities on DTC's records. The ownership interest of each actual purchaser of each global security, or beneficial owner, is in turn to be recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except in the event that use of the book-entry system for the global securities is discontinued.

To facilitate subsequent transfers, all global securities deposited by participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of global securities with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the global securities; DTC's records reflect only the identity of the direct participants to whose accounts such global securities are credited which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

If the global securities are redeemable, redemption notices shall be sent to Cede & Co. If less than all of the global securities are being redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in such issue to be redeemed.

Neither DTC nor Cede & Co. will consent or vote with respect to the global securities. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants whose accounts the global securities are credited on the record date, identified in a listing attached to the omnibus proxy.

Principal, interest and premium payments on the global securities will be made to DTC in immediately available funds. DTC's practice is to credit direct participants' accounts on the date on which interest is payable in accordance with the respective holdings shown on DTC's records, unless DTC has reason to believe that it will not receive payment on such date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participant and not of DTC, the trustee, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest and premium on senior notes represented by global securities to DTC is the responsibility of the trustee and us. Disbursement of such payments to direct participants shall be the responsibility of DTC, and disbursement of such payments to the beneficial owners shall be the responsibility of the participants.

The information in this section concerning DTC and DTC's book-entry system has been obtained from sources, including DTC, that we believe to be reliable, but we take no responsibility for the accuracy thereof.

The underwriters, dealers or agents of any senior notes may be direct participants of DTC.

None of the trustee, us or any agent for payment on or registration of transfer or exchange of any global security will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in such global security or for maintaining, supervising or reviewing any records relating to such beneficial interests.

PLAN OF DISTRIBUTION

We may sell the senior notes:

•: through underwriters or dealers;
•: directly;
•: through agents; or
•: through any combination of the above.

The prospectus supplement with respect to each series of senior notes will set forth the terms of the offering of those senior notes, including the name or names of any underwriters, the purchase price of those senior notes and the proceeds to us from that sale, any underwriting discounts and other items constituting underwriters' compensation, any initial offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Any initial offering price and any discounts, concessions or commissions allowed or reallowed or paid to dealers may be changed from time to time.

If underwriters are used in an offering, the senior notes will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The senior notes may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of those firms. The specific managing underwriter or underwriters, if any, will be named in the prospectus supplement relating to the particular senior notes together with the members of the underwriting syndicate, if any. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the particular senior notes will be subject to certain conditions precedent and the underwriters will be obligated to purchase all those senior notes if any are purchased.

We may sell senior notes directly or through agents we designate from time to time. The prospectus supplement will set forth the name of any agent involved in the offer or sale of the senior notes in respect of which the prospectus supplement is delivered and any commissions payable by us to such agent. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.

Any underwriters utilized may engage in stabilizing transactions and syndicate covering transactions in accordance with Rule 104 of Regulation M under the Exchange Act. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the senior notes in the open market after the distribution has been completed in order to cover syndicate short positions. These stabilizing transactions and syndicate covering transactions may cause the

price of the senior notes to be higher than it would otherwise be in the absence of such transactions.

Any underwriters, dealers or agents participating in the distribution of the senior notes may be deemed to be underwriters and any discounts or commissions received by them on the sale or resale of the senior notes may be deemed to be underwriting discounts and commissions under the Securities Act. Agents, dealers and underwriters may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act, and to contribution with respect to payments which the agents, dealers or underwriters may be required to make in respect of these liabilities. Agents, dealers and underwriters may engage in transactions with or perform services for us in the ordinary course of business.

Unless otherwise specified in a prospectus supplement, the senior notes will not be listed on a national securities exchange. No assurance can be given that any broker-dealer will make a market in any series of senior notes, and, in any event, no assurance can be given as to the liquidity of the trading market for any of the senior notes. The prospectus supplement will state, if known, whether or not any broker-dealer intends to make a market in the senior notes. If no such determination has been made, the prospectus supplement will so state.

LEGAL MATTERS

Sorling, Northrup, Hanna, Cullen and Cochran, Ltd., our Illinois legal counsel, will pass upon the validity of the senior notes for us. Steven R. Sullivan, Esq., our Vice President, General Counsel and Secretary, will pass upon certain other legal matters for us. Pillsbury Winthrop LLP, New York, New York, will pass upon certain legal matters for any underwriters, dealers, purchasers or agents.

EXPERTS

The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2000 have been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

The statements as to matters of law or legal conclusions expressed under the caption "Description of Senior Note Mortgage Bonds — Security" in this prospectus have been reviewed by Sorling, Northrup, Hanna, Cullen and Cochran, Ltd. and are set forth herein in reliance upon the opinion of said firm and upon said firm's authority as experts.

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee	$	62,500	*
Illinois Commerce Commission Fee		260,000
Printing of registration statement, prospectus, bonds, notes, etc.		12,000
Fees of Trustee		50,000
Fees of Mortgage Trustees		50,000
Fees of Rating Agencies		50,000
Fees of Accountants		15,000
Counsel fees		50,000
Miscellaneous expenses		10,500

Total	$	560,000

*Actual expenses; all other expenses are estimates.

Item 15. Indemnification of Directors and Officers

Section 8.75 of the Illinois Business Corporation Act provides that Central Illinois Public Service Company d/b/a Ameren CIPS (the "Company") may, and in some cases must, indemnify each director and each officer of the Company against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her by reason of the fact that he or she is or was a director or officer of the Company, subject to certain conditions and limitations.

The Company's Bylaws provide, in general, for mandatory indemnification of directors and officers by the Company to the fullest extent permitted by law. In addition, certain officers of the Company have entered into Indemnification Agreements with the Company pursuant to which the Company is obligated to provide certain indemnification to such officers. Officers and directors of the Company are covered by insurance policies purchased by the Company under which they are insured (subject to exceptions and limitations specified in the policies) against expenses and liabilities arising out of actions, suits or proceedings to which they are parties by reason of being or having been such directors or officers.

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Item 16. Exhibits

The following exhibits are incorporated by reference into this registration statement or are filed herewith and made a part hereof:

Exhibit No.		Description
1		Form of proposed Underwriting Agreement relating to the Senior Notes.
4.1		Indenture of Mortgage or Deed of Trust dated October 1, 1941 from the Company to Continental Illinois National Bank and Trust Company of Chicago and Edmund B. Stofft, as Mortgage Trustees (Exhibit 2.01 in File No. 2-60232). Supplemental Indentures dated, respectively, September 1, 1947, January 1, 1949, February 1, 1952, September 1, 1952, June 1, 1954, February 1, 1958, January 1, 1959, May 1, 1963, May 1, 1964, June 1, 1965, May 1, 1967, April 1, 1970, April 1, 1971, September 1, 1971, May 1, 1972, December 1, 1973, March 1, 1974, April 1, 1975, October 1, 1976, November 1, 1976, October 1, 1978, August 1, 1979, February 1, 1980, February 1, 1986, May 15, 1992, July 1, 1992, September 15, 1992, April 1, 1993, June 1, 1995, March 15, 1997 and June 1, 1997 between the Company and the Mortgage Trustees under the Indenture of Mortgage or Deed of Trust referred to above (Amended Exhibit 7(b) in File No. 2-7341; Second Amended Exhibit 7.03 in File No. 2-7795; Second Amended Exhibit 4.07 in File No. 2-9353; Amended Exhibit 4.05 in File No. 2-9802; Amended Exhibit 4.02 in File No. 2-10944; Amended Exhibit 2.02 in File No. 2-13866; Amended Exhibit 2.02 in File No. 2-14656; Amended Exhibit 2.02 in File No. 2-21345; Amended Exhibit 2.02 in File No. 2-22326; Amended Exhibit 2.02 in File No. 2-23569; Amended Exhibit 2.02 in File No. 2-26284; Amended Exhibit 2.02 in File No. 2-36388; Amended Exhibit 2.02 in File No. 2-39587; Amended Exhibit 2.02 in File No. 2-41468; Amended Exhibit 2.02 in File No. 2-43912; Exhibit 2.03 in File No. 2-60232; Amended Exhibit 2.02 in File No. 2-50146; Amended Exhibit 2.02 in File No. 2-52886; Second Amended Exhibit 2.04 in File No. 2-57141; Amended Exhibit 2.04 in File No. 2-57557; Amended Exhibit 2.06 in File No. 2-62564; Exhibit 2.02(a) in File No. 2-65914; Amended Exhibit 2.02(a) in File No. 2-66380; Amended Exhibit 4.02 in File No. 33-3188; Exhibit 4.02 to Form 8-K dated May 15, 1992; Exhibit 4.02 to Form 8-K dated July 1, 1992; Exhibit 4.02 to Form 8-K dated September 15, 1992; Exhibit 4.02 to Form 8-K dated March 30, 1993; Exhibit 4.03 to Form 8-K dated June 5, 1995; Exhibit 4.03 to Form 8-K dated March 15, 1997; Exhibit 4.03 to Form 8-K dated June 1, 1997). Incorporated by reference.
4.2		Supplemental Indenture dated December 1, 1998 relating to Senior Note Mortgage Bonds Series AA-1 and AA-2.
4.3		Form of proposed Supplemental Indenture relating to the Senior Note Mortgage Bonds (Exhibit 4.02 to Post-Effective Amendment No. 1 to Form S-3, File No 333-18473). Incorporated by reference.
4.4		Indenture dated as of December 1, 1998 between the Company and The Bank of New York, as Trustee, relating to the Senior Notes (including as exhibits the forms of the Senior Notes).
4.5		Specimen 5.375% Senior Note due December 15, 2008 dated December 22, 1998.
4.6		Specimen 6.125% Senior Note due December 15, 2028 dated December 22, 1998.
5		Opinion of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd., regarding legality.

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12		Statement re Computation of Ratios of Earnings to Fixed Charges (Exhibit 12 to Form 10-K for the year ended December 31, 2000). Incorporated by reference.
23.1		Consent of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd. (included in Exhibit 5).
23.2		Consent of PricewaterhouseCoopers LLP.
24		Power of Attorney (included on the signature page hereof).
25.1		Form T-1 and Form T-2 statements of eligibility of Mortgage Trustees.
25.2		Form T-1 statement of eligibility of Indenture Trustee.

Item 17. Undertakings.

The undersigned hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i): To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii): To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii): To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however , that (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2): That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3): To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4): That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and

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the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5): Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described under Item 15 above, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, and State of Missouri, on the 23rd day of April 2001.

		CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Registrant)
		/s/ GARY L. RAINWATER Gary L. Rainwater President and Chief Executive Officer

Each person whose signature appears below authorizes Gary L. Rainwater, President and Chief Executive Officer of the Company, and Steven R. Sullivan, Vice President, General Counsel and Secretary of the Company, and each of them, as attorneys-in-fact, to sign any amendment, including post-effective amendments and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, to this registration statement on his behalf, individually and in each capacity stated below, and to file any such amendment.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

/s/ GARY L. RAINWATER Gary L. Rainwater	President, Chief Executive Officer and Director (Principal Executive Officer)	April 23, 2001
/s/ JERRE E. BIRDSONG Jerre E. Birdsong	Treasurer (Principal Financial Officer)	April 23, 2001
/s/ WARNER L. BAXTER Warner L. Baxter	Vice President, Controller and Director (Principal Accounting Officer)	April 23, 2001
/s/ PAUL A. AGATHEN Paul A. Agathen	Director	April 23, 2001
/s/ DONALD E. BRANDT Donald E. Brandt	Director	April 23, 2001
/s/ CHARLES W. MUELLER Charles W. Mueller	Director	April 23, 2001

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EXHIBIT INDEX

Exhibit No.		Description
1		Form of proposed Underwriting Agreement relating to the Senior Notes.
4.1		Indenture of Mortgage or Deed of Trust dated October 1, 1941 from the Company to Continental Illinois National Bank and Trust Company of Chicago and Edmund B. Stofft, as Mortgage Trustees (Exhibit 2.01 in File No. 2-60232). Supplemental Indentures dated, respectively, September 1, 1947, January 1, 1949, February 1, 1952, September 1, 1952, June 1, 1954, February 1, 1958, January 1, 1959, May 1, 1963, May 1, 1964, June 1, 1965, May 1, 1967, April 1, 1970, April 1, 1971, September 1, 1971, May 1, 1972, December 1, 1973, March 1, 1974, April 1, 1975, October 1, 1976, November 1, 1976, October 1, 1978, August 1, 1979, February 1, 1980, February 1, 1986, May 15, 1992, July 1, 1992, September 15, 1992, April 1, 1993, June 1, 1995, March 15, 1997 and June 1, 1997 between the Company and the Mortgage Trustees under the Indenture of Mortgage or Deed of Trust referred to above (Amended Exhibit 7(b) in File No. 2-7341; Second Amended Exhibit 7.03 in File No. 2-7795; Second Amended Exhibit 4.07 in File No. 2-9353; Amended Exhibit 4.05 in File No. 2-9802; Amended Exhibit 4.02 in File No. 2-10944; Amended Exhibit 2.02 in File No. 2-13866; Amended Exhibit 2.02 in File No. 2-14656; Amended Exhibit 2.02 in File No. 2-21345; Amended Exhibit 2.02 in File No. 2-22326; Amended Exhibit 2.02 in File No. 2-23569; Amended Exhibit 2.02 in File No. 2-26284; Amended Exhibit 2.02 in File No. 2-36388; Amended Exhibit 2.02 in File No. 2-39587; Amended Exhibit 2.02 in File No. 2-41468; Amended Exhibit 2.02 in File No. 2-43912; Exhibit 2.03 in File No. 2-60232; Amended Exhibit 2.02 in File No. 2-50146; Amended Exhibit 2.02 in File No. 2-52886; Second Amended Exhibit 2.04 in File No. 2-57141; Amended Exhibit 2.04 in File No. 2-57557; Amended Exhibit 2.06 in File No. 2-62564; Exhibit 2.02(a) in File No. 2-65914; Amended Exhibit 2.02(a) in File No. 2-66380; Amended Exhibit 4.02 in File No. 33-3188; Exhibit 4.02 to Form 8-K dated May 15, 1992; Exhibit 4.02 to Form 8-K dated July 1, 1992; Exhibit 4.02 to Form 8-K dated September 15, 1992; Exhibit 4.02 to Form 8-K dated March 30, 1993; Exhibit 4.03 to Form 8-K dated June 5, 1995; Exhibit 4.03 to Form 8-K dated March 15, 1997; Exhibit 4.03 to Form 8-K dated June 1, 1997). Incorporated by reference.
4.2		Supplemental Indenture dated December 1, 1998 relating to Senior Note Mortgage Bonds Series AA-1 and AA-2.
4.3		Form of proposed Supplemental Indenture relating to the Senior Note Mortgage Bonds (Exhibit 4.02 to Post-Effective Amendment No. 1 to Form S-3, File No 333-18473). Incorporated by reference.
4.4		Indenture dated as of December 1, 1998 between the Company and The Bank of New York, as Trustee, relating to the Senior Notes (including as exhibits the forms of the Senior Notes).
4.5		Specimen 5.375% Senior Note due December 15, 2008 dated December 22, 1998.
4.6		Specimen 6.125% Senior Note due December 15, 2028 dated December 22, 1998.
5		Opinion of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd., regarding legality.
12		Statement re Computation of Ratios of Earnings to Fixed Charges (Exhibit 12 to Form 10-K for the year ended December 31, 2000). Incorporated by reference.
23.1		Consent of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd. (included in Exhibit 5).

23.2		Consent of PricewaterhouseCoopers LLP.
24		Power of Attorney (included on the signature page hereof).
25.1		Form T-1 and Form T-2 statements of eligibility of Mortgage Trustees.
25.2		Form T-1 statement of eligibility of Indenture Trustee.

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FORWARD-LOOKING STATEMENTS
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
WHERE YOU CAN FIND MORE INFORMATION
RATIOS OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
DESCRIPTION OF SENIOR NOTES
DESCRIPTION OF SENIOR NOTE MORTGAGE BONDS
BOOK-ENTRY SYSTEM
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
EXHIBIT INDEX

Exhibit 1

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

SENIOR NOTES

UNDERWRITING AGREEMENT

, 2001

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

From time to time, Central Illinois Public Service Company, d/b/a AmerenCIPS, an Illinois corporation (the "Company"), proposes to enter into one or more Pricing Agreements (each, a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of its senior notes (the "Securities") specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"). The Designated Securities will be secured by a series of the Company's First Mortgage Bonds specified in Schedule II to the applicable Pricing Agreement (with respect to such Pricing Agreement, the "First Mortgage Bonds"), in the same aggregate principal amount and having the same stated interest rate and maturity date and other terms as the Designated Securities to which they relate.

The terms and rights of any particular issuance of Designated Securities (including the First Mortgage Bonds securing such Designated Securities) shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture dated as of December 1, 1998 (as supplemented or amended, the "Indenture") between the Company and The Bank of New York, as trustee (the "Trustee"). The First Mortgage Bonds will be issued under and pursuant to the Company's Indenture of Mortgage or Deed of Trust, dated October 1, 1941, executed by the Company to U.S. Bank Trust National Association, as successor trustee (the "Corporate Trustee"), and Patrick J. Crowley, as successor co-trustee (the "Co-Trustee" and, together with the Corporate Trustee and the Trustee, the "Trustees"), as heretofore amended and supplemented by various supplemental indentures, and as to be further amended and supplemented by a supplemental indenture relating to a particular series of First Mortgage Bonds specified in Schedule II to the applicable Pricing Agreement (with respect to such Pricing Agreement, the "Supplemental Indenture"). The term "Mortgage," as used herein, shall be deemed to refer to such Indenture of Mortgage or Deed of Trust as so amended and supplemented.

1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the

Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the title and aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the series of First Mortgage Bonds securing such Designated Securities, the Supplemental Indenture relating to such First Mortgage Bonds, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, if any, and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in or pursuant to the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Underwriting Agreement and each Pricing Agreement shall be several and not joint.

2. The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) The Company meets the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the "Act") and a registration statement on Form S-3 (File No. 333-....) (the "Initial Registration Statement") in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to the Initial Registration Statement, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Act, which became effective upon filing, and except as otherwise set forth therein, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, each in the form heretofore delivered to the Representatives); and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act, is hereinafter called a "Preliminary Prospectus"; the various parts of the

Initial Registration Statement, any post-effective amendment thereto and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the Initial Registration Statement became effective but excluding any Form T-1 or Form T-2, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Underwriting Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Initial Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing);

(b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Designated Securities;

(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Designated Securities;

(d) The financial statements of the Company filed as part of or incorporated by reference in the Registration Statement and the Prospectus fairly present the financial condition of the Company as of the dates indicated and the results of its operations and cash flows for the periods therein specified and have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as otherwise indicated therein;

(e) The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) the Company has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, that are material to the Company, and (ii) there has not been any change in the stockholder's equity (except for regular quarterly dividends and retained earnings), short-term or long-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholder's equity or results of operations of the Company, in each case, otherwise than as set forth or contemplated in the Prospectus;

(f) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; the Company is not required by the nature of its business to be licensed or qualified as a foreign corporation in any other state or jurisdiction; and the Company has no majority-owned subsidiaries (within the meaning of Rule 1-02(n) of Regulation S-X under the Act) with total assets or total liabilities in excess of $100,000;

(g) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

(h) The Securities have been duly authorized by the Company, and, when Designated Securities are issued and delivered pursuant to this Underwriting Agreement and the Pricing Agreement with respect to such Designated Securities, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the security afforded by the Indenture, which will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act and is a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented with respect to such Designated Securities;

(i) The First Mortgage Bonds have been duly authorized by the Company, and, when the First Mortgage Bonds have been issued and delivered pursuant to the Mortgage and the Indenture, such First Mortgage Bonds will have been duly executed, authenticated, issued and delivered, will constitute valid and legally binding obligations of the Company entitled to the security afforded by the Mortgage, which will be substantially in the form filed as an exhibit to the Registration Statement, and will be owned and held by the Trustee, in trust, for the benefit of the holders of the related Designated Securities; the Mortgage has been duly authorized by the Company and duly qualified under the Trust Indenture Act and, at the Time of Delivery (as defined in Section 4 hereof) for the related Designated Securities, the Mortgage (as supplemented and amended by the Supplemental Indenture relating to the First Mortgage Bonds) will be duly executed and delivered by the Company and will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein and to bankruptcy, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Mortgage conforms, and the First Mortgage Bonds will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented with respect to the related Designated Securities;

(j) Substantially all of the permanent, fixed properties of the Company are owned in fee simple or are held under valid leases, in each case subject only to the liens of current mortgages (including the lien of the Mortgage) and "permitted encumbrances and liens" as defined in the Mortgage; and such minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the title of the Company to its properties or its right to use its properties in connection with its business as presently conducted;

(k) This Underwriting Agreement has been, and the Pricing Agreement applicable to any Designated Securities, at the date thereof, will be, duly authorized, executed and delivered by the Company;

(l) PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company incorporated by reference in the Registration Statement and the

Prospectus, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(m) The issue of the First Mortgage Bonds and the issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture, the First Mortgage Bonds, the Mortgage, this Underwriting Agreement and any Pricing Agreement, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Articles of Incorporation or By-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; the Illinois Commerce Commission has issued, or as of the date of the Pricing Agreement applicable to any Designated Securities, will have issued, its final order (the "ICC Order") authorizing the issuance and sale of the Designated Securities by the Company and the issuance of the First Mortgage Bonds by the Company, the ICC Order is, or as of the date of the Pricing Agreement applicable to any Designated Securities, will be, in full force and effect and is, or as of the date of the Pricing Agreement applicable to any Designated Securities, will be, sufficient to authorize the transactions contemplated by this Underwriting Agreement; and no other consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Securities and the issue of the First Mortgage Bonds by the Company, or the consummation by the Company of the transactions contemplated by this Underwriting Agreement or any Pricing Agreement or the Indenture or the Mortgage, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Securities by the Underwriters;

(n) The statements set forth in the Prospectus as amended or supplemented with respect to any Designated Securities under the captions "Description of Senior Notes" and "Description of Senior Note Mortgage Bonds", insofar as they purport to constitute a summary of the terms of the Securities, the Indenture, the Mortgage and the First Mortgage Bonds, and under the captions "Plan of Distribution" and "Underwriting", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair;

(o) The Company is not (i) in violation of its Restated Articles of Incorporation or By-laws, (ii) to the best knowledge of the Company, after due inquiry, in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Company, the violation of which would reasonably be expected to have a material adverse effect on the general affairs, management, financial position, stockholder's equity or results of operations of the Company (a "Material Adverse Effect"), or of any decree of any court or governmental agency or body having jurisdiction over the Company, or (iii) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust,

loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(p) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which, if determined adversely to the Company, would individually or in the aggregate have a Material Adverse Effect; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(q) The Company is not and, after giving effect to the offering and sale of the Securities, will not be an "investment company", as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"); and

(r) Except as set forth in the Prospectus, the Company (i) is in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except as to clauses
(i), (ii) and (iii) where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect.

3. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented.

4. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for such Designated Securities.

5. The Company agrees with each of the Underwriters of any Designated Securities:

(a) To prepare the Prospectus as amended or supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented

after the date of the Pricing Agreement relating to such Designated Securities and prior to the Time of Delivery for such Designated Securities which shall be disapproved by the Representatives for such Designated Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day (as defined in Section 14 hereof) next succeeding the date of this Underwriting Agreement and from time to time, including the New York Business Day next succeeding the date of any Pricing Agreement, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City as amended or supplemented in such quantities as the Representatives may reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amended Prospectus

or a supplement to the Prospectus which will correct such statement or omission or effect such compliance;

(d) To make generally available to its Securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earning statement of the Company (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) During the period beginning from the date of the Pricing Agreement for any Designated Securities and continuing to and including the later of (i) the termination of trading restrictions for such Designated Securities, as notified to the Company by the Representatives, and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to such Designated Securities, without the prior written consent of the Representatives;

(f) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Underwriting Agreement or the date of the applicable Pricing Agreement, as applicable, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act; and

(g) The Company will apply the net proceeds from the sale of any Designated Securities for the purposes set forth in the Prospectus as amended or supplemented to reflect the offering and sale of such Designated Securities.

6. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any preliminary prospectus supplement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Underwriting Agreement, any Pricing Agreement, the Indenture, the Mortgage, any blue sky surveys, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in
Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue sky surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities and the First Mortgage Bonds; (vii) the fees and expenses of the Trustees and any agent of the Trustees and the fees and disbursements of counsel for the Trustees in connection

with the Indenture, the Securities, the Mortgage and the First Mortgage Bonds; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this
Section 6. It is understood, however, that, except as provided in this Section 6, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

7. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Underwriting Agreement or the date of such Pricing Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction;

(b) Counsel for the Underwriters shall have furnished to the Representatives such written opinion or opinions (a form of such opinion is attached as Annex II(a) hereto), dated the Time of Delivery for such Designated Securities, with respect to the matters covered in paragraphs (iv), (v), (vi),
(vii), (viii), (xiv), (xv) and (xvii) of subsection (c) below as well as such other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Steven R. Sullivan, Esq., Vice President, General Counsel and Secretary of the Company or other counsel for the Company reasonably satisfactory to the Representatives shall have furnished to the Representatives their written opinion (a form of such opinion is attached as Annex II(b) hereto), dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:

(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Illinois, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus as amended or supplemented;

(ii) The Company has an authorized capitalization as set forth in the Prospectus as amended or supplemented and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

(iii) To the best of such counsel's knowledge and other than as set forth in the Prospectus as amended or supplemented, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which, if determined adversely to the Company, would individually or in the aggregate have a Material Adverse Effect; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; there is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit, that is not described or filed as required; and the statements included or incorporated in the Prospectus as amended or supplemented describing any legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters;

(iv) This Underwriting Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company;

(v) The Designated Securities have been duly authorized, executed, and issued by the Company and, assuming due authentication thereof by the Trustee and upon payment and delivery in accordance with the terms hereof and the Pricing Agreement, will constitute valid and legally binding obligations of the Company entitled to the benefit of the security afforded by the Indenture;

(vi) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act;

(vii) The First Mortgage Bonds have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Corporate Trustee and upon delivery in accordance with the terms of the Mortgage and the Indenture, will constitute valid and legally binding obligations of the Company entitled to the benefit of the security afforded by the Mortgage;

(viii) The Mortgage (including the Supplemental Indenture relating to the First Mortgage Bonds) has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument of the Company, enforceable against the Company, subject, as to enforcement, to provisions of the Mortgage being limited by the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein, which laws do not, in such counsel's opinion, make inadequate remedies necessary for the realization of the benefits of such security and to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Mortgage has been duly qualified under the Trust Indenture Act;

(ix) The issue of the First Mortgage Bonds and the issue and sale of the Designated Securities and the compliance by the Company with the provisions of the Designated Securities, the Indenture, the First Mortgage Bonds, the Mortgage,

this Underwriting Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such actions result in any violation of the provisions of the Restated Articles of Incorporation or By-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties;

(x) The Illinois Commerce Commission has duly authorized the issue and sale of the Designated Securities by the Company and the issue of the First Mortgage Bonds by the Company pursuant to the ICC Order; the ICC Order is sufficient for the issue and sale of the Designated Securities by the Company as contemplated by this Underwriting Agreement and the issue of the First Mortgage Bonds by the Company as contemplated by the Mortgage and is in full force and effect; no other consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Designated Securities and the issue of the First Mortgage Bonds by the Company or the consummation by the Company of the transactions contemplated by this Underwriting Agreement or such Pricing Agreement or the Indenture or the Mortgage, except such as have been obtained under the Act and the Trust Indenture Act and except such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters (as to which such counsel need express no opinion);

(xi) The Company is not (i) in violation of its By-laws or Articles of Incorporation or (ii) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of its properties may be bound;

(xii) The Company is not an "investment company", as such term is defined in the Investment Company Act;

(xiii) The documents incorporated by reference in the Prospectus as amended or supplemented (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and such counsel has no reason to believe that any of such documents, when they became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of other documents which were filed under the Act or the Exchange Act with the

Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading;

(xiv) The Registration Statement, at its effective date, and the Prospectus as amended or supplemented, as of the date it was filed with the Commission, and any further amendments and supplements thereto made by the Company prior to the Time of Delivery for the Designated Securities, at their respective effective dates or respective dates of filing, as applicable (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; although such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in subsection (xvii) of this
Section 7(c) and those that relate to such counsel, such counsel has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date and on the date of such opinion, the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Registration Statement has become, and as of the date of such opinion is, effective under the Act; any required filing of the Prospectus as amended or supplemented, pursuant to Rule 424(b) under the Act has been made in the manner and within the time period required by the applicable paragraph of such Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or, to the best knowledge of such counsel, threatened under Section 8 of the Act;

(xv) The delivery to the Trustee in the State of New York of the First Mortgage Bonds is effective to perfect the security interest in the First Mortgage Bonds on the date of such delivery and, assuming that the Trustee maintains possession of the First Mortgage Bonds in the State of New York, such security interest, insofar as it secures the related Designated Securities, is not subject to any present or future prior liens;

(xvi) Except as otherwise set forth in the Prospectus as amended or supplemented, the Company has such valid franchises, certificates of convenience and necessity, operating rights, licenses, permits, consents, approvals, authorizations and orders of governmental bodies, political subdivisions or regulatory authorities then obtainable, free from unduly burdensome restrictions, as

are necessary for the acquisition, construction, ownership, maintenance and operation of the properties now owned by it and the conduct of the business now carried on by it as described in the Registration Statement and the Prospectus as amended or supplemented, with minor exceptions that, in the opinion of such counsel, do not interfere with the practical operation of the Company's business, and, to the best of such counsel's knowledge, the Company is not in default or violation thereof in any material respect and is carrying on its business in substantial compliance therewith and with all applicable federal, state and other laws and regulations that are material to the Company; and

(xvii) The statements set forth in the Prospectus as amended or supplemented with respect to the Designated Securities under the captions "Description of Senior Notes" and "Description of Senior Note Mortgage Bonds" insofar as they purport to constitute a summary of the terms of the Designated Securities, and under the captions "Plan of Distribution" and "Underwriting", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair.

Such opinion shall also state that such counsel has no knowledge of any litigation, pending or threatened, that challenges the validity of the Designated Securities, the Indenture, the First Mortgage Bonds, the Mortgage or this Underwriting Agreement or the Pricing Agreement, or that seeks to enjoin the performance of the Company's obligations hereunder or thereunder or that might have a Material Adverse Effect except as disclosed in or contemplated by the Prospectus as amended or supplemented.

In rendering such opinion, such counsel may rely (i) as to factual matters, upon certificates or written statements from appropriate representatives of the Company or upon certificates of public officials, (ii) as to certain matters involving the application of the laws of the State of Illinois, upon an opinion of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd. or other Illinois counsel reasonably satisfactory to the Representatives, provided that such opinion states that the Underwriters and counsel for the Underwriters may rely on such opinion and (iii) as to matters involving the application of the laws of the State of New York, upon the opinion of counsel for the Underwriters delivered to the Representatives pursuant to Section 7(b) hereof.

Such counsel's opinion may further state that it is addressed to the Representatives and is rendered solely for their benefit and may not be relied upon in any manner by any other person (other than counsel for the Underwriters as to certain matters involving the application of the laws of the State of Illinois in its opinion to the Underwriters at the Time of Delivery) without such counsel's prior written consent.

(d) The Company shall have furnished to the Representatives the written opinion (a form of such opinion is attached as Annex II(c) hereto) of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd., Illinois legal counsel for such Company, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:

(i) The statements in the Prospectus as amended or supplemented that are stated therein to have been made on the authority of such counsel have been reviewed by such counsel and, as to matters of law and legal conclusions, are correct;

(ii) The Company has good and sufficient title to all or substantially all the permanent fixed properties and the material franchises, permits and licenses now owned by it, including those described or referred to in the Prospectus as amended or supplemented, except as may be otherwise indicated therein, and no notice has been given to the Company by any governmental authority of any proceeding to condemn, purchase or otherwise acquire any material properties of the Company and, so far as such counsel knows, no such proceeding is contemplated;

(iii) The Mortgage has been duly filed for recording and recorded in each county in the State of Illinois in which any permanent fixed property described in and conveyed by the Mortgage and now owned by the Company is located, and constitutes a legally valid and direct enforceable first mortgage lien (except as federal bankruptcy laws may affect the validity of the lien of the Mortgage with respect to proceeds, products, rents, issues or profits of the property subject to such lien realized and additional property acquired within 90 days prior to and after the commencement of a case under such laws and except as enforcement of provisions thereof may be limited by the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for in the Mortgage, which laws do not, in the opinion of such counsel, make such remedies inadequate for realization of the benefits of such security, or limited by bankruptcy or insolvency laws or other applicable laws affecting the enforcement of creditors' rights generally or by general principles of equity) upon substantially all of the Company's fixed properties and franchises used or useful in its public utility businesses free from all prior or equal ranking liens, charges or encumbrances, subject only to permitted encumbrances and liens, as defined in the Mortgage, and to the provisions contained in the Mortgage for the release, or substitution and release, of property from the lien thereof;

(iv) No recordation, registration or filing of the Indenture or any supplemental indenture or instrument of further assurance is necessary in the State of Illinois to make effective the security interest intended to be created by the Indenture with respect to the First Mortgage Bonds; and

(v) Substantially all physical properties and franchises used or useful in the Company's public utility businesses (other than those of the character not subject to the lien of the Mortgage) and now owned by the Company are subject to the lien of the Mortgage, subject only to permitted encumbrances and liens, as defined in the Mortgage, and to the provisions contained in the Mortgage for the release, or substitution and release, of property from the lien thereof; and all physical properties and franchises used or useful in the Company's public utility businesses (other than those of the character not subject to the lien of the Mortgage) hereafter acquired by the Company and situated in counties in the State of Illinois in which the Mortgage shall be of record will, upon such acquisition, become subject to the lien of the Mortgage, subject, however, to such encumbrances and liens as are permitted thereby.

(e) On the date of the Pricing Agreement for such Designated Securities at a time prior to the execution of the Pricing Agreement with respect to such Designated Securities and at the Time of Delivery for such Designated Securities, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter, dated the date of such Pricing Agreement, and a letter

dated such Time of Delivery, respectively, to the effect set forth in Annex II hereto, and in form and substance satisfactory to the Representatives (forms of which are attached as Annex II(d) hereto);

(f) (i) The Company shall not have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement relating to the Designated Securities any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement relating to the Designated Securities, and (ii) since the respective dates as of which information is given in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement relating to the Designated Securities (x) the Company has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, that are material to the Company and (y) there shall not have been any change in the stockholder's equity (except regular quarterly dividends and retained earnings), short-term or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholder's equity or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement relating to the Designated Securities, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as first amended or supplemented relating to the Designated Securities;

(g) On or prior to the Time of Delivery, the Representatives shall have received satisfactory evidence that the Designated Securities have received ratings of A+ or higher by Standard & Poor's and A1 or higher by Moody's Investors Service, Inc., and that such ratings are in effect at the Time of Delivery;

(h) On or after the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities or preferred stock;

(i) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company's securities on the over the counter bulletin board system; (iii) a general moratorium on commercial banking activities declared by Federal, New York State or Illinois State authorities; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the

Designated Securities on the terms and in the manner contemplated in the Prospectus as first amended or supplemented relating to the Designated Securities;

(j) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Underwriting Agreement or next succeeding the date of the Pricing Agreement, as applicable;

(k) The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (f) of this
Section and as to such other matters as the Representatives may reasonably request; and

(l) The ICC Order shall be in full force and effect at the Time of Delivery.

8. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Designated Securities.

(b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any preliminary prospectus

supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in any such action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of any such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one

hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by PRO RATA allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.

(e) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained

herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Underwriting Agreement shall include any person substituted under this Section 9 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

(b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Underwriting Agreement or made by or on behalf of them, respectively, pursuant to this Underwriting Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling

person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities.

11. If any Pricing Agreement shall be terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Sections 6 and 8 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 6 and 8 hereof.

12. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement: Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

13. This Underwriting Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Underwriting Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

14. Time shall be of the essence of each Pricing Agreement. As used herein, "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business. As used herein, "New York Business Day" shall mean any day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.

15. This Underwriting Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.

16. This Underwriting Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which

shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please sign and return to us [three] counterparts hereof.

Very truly yours,

Central Illinois Public Service Company d/b/a AmerenCIPS

By:
Name:

Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.

(Goldman, Sachs & Co.)

ANNEX I

PRICING AGREEMENT

[Date]

Goldman, Sachs & Co.
As Representatives of
the several Underwriters
named in Schedule I hereto
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

Central Illinois Public Service Company, d/b/a AmerenCIPS, an Illinois corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _____________, 2001 (the "Underwriting Agreement"), between the Company on the one hand and Goldman, Sachs & Co. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). 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 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, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject 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. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

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 Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

If the foregoing is in accordance with your understanding, please sign and return to us [three] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the

Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

Very truly yours,

Central Illinois Public Service Company d/b/a AmerenCIPS

By:
Name:

Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.

(Goldman, Sachs & Co.)

On behalf of each of the Underwriters

I-2

SCHEDULE I

                                                            Principal
                                                            Amount of
                                                            Designated
                                                            Securities
                                                              to be
                    Underwriter                             Purchased
                    -----------                             ---------

Goldman, Sachs & Co ......................................  $
[Other Underwriters]


                                                            ---------
          Total ..........................................  $
                                                            =========

I-3

SCHEDULE II

Title of Designated Securities:

Aggregate principal amount:
$

Price to Public:

% of the principal amount of the Designated Securities, plus accrued interest[, if any,] from _______ to __________ [and accrued amortization [, if any,] from ______ to __________]

Purchase Price by Underwriters:

% of the principal amount of the Designated Securities, plus accrued interest from ________ to _________ [and accrued amortization[, if any,] from _______ to _________]

Form of Designated Securities:

Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the offices of DTC in New York, New York or its designated custodian.

Specified funds for payment of purchase price:

Federal (same day) funds

Time of Delivery:

a.m. (New York City time),

First Mortgage Bonds:

Supplemental Indenture relating to First Mortgage Bonds:

Maturity:

Interest Rate:

[__%] [Zero Coupon] [See Floating Rate Provisions]

Interest Payment Dates:

[months and dates, commencing ____________________, 19__]

Redemption Provisions:

[No provisions for redemption]

[The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Company, in the amount of [$_______] or an integral multiple thereof,

[on or after _________________, ____ at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before _______, ____%, and if] redeemed during the 12-month period beginning ______________________,

                                Redemption
Year                               Price
----                               -----

and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.]

[on any interest payment date falling on or after ________________, ____, at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.]]

[Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law]

[Restriction on refunding]

Sinking Fund Provisions:

[No sinking fund provisions]

[The Designated Securities are entitled to the benefit of a sinking fund to retire [$______] principal amount of Designated Securities on ________ in each of the years ________ through ______ at 100% of their principal amount plus accrued interest[, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$_____] principal amount of Designated Securities in the years ________ through _____ at 100% of their principal amount plus accrued interest.]

[If Designated Securities are extendable debt securities, insert--

Extendable provisions:

Designated Securities are repayable on ____________, ____ [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be ____%, and thereafter the annual interest rate will be adjusted on ___________, and ________ to a rate not less than _____% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].]

[If Designated Securities are floating rate debt securities, insert--

Floating rate provisions:

Initial annual interest rate will be _____% through ______ [and thereafter will be adjusted [monthly] [on each __________, __________, and _________]
[to an annual rate of _____% above the average rate for ____-year
[month][securities][certificates of deposit] issued by __________ and
[insert names of banks].] [and the annual interest rate [thereafter] [from __________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ______-month Treasury bills plus ______% of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for ______-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ______-month

I-2

Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].]

Defeasance provisions:

Closing location for delivery of Designated Securities:

New York, New York

Additional Closing Conditions:

Names and addresses of Representatives:

Designated Representatives:

Address for Notices, etc.:

[Other Terms]*:

* A description of particular tax, accounting or other unusual features (such as the addition of event risk provisions) of the Designated Securities should be set forth, or referenced to an ATTACHED and ACCOMPANYING description, if necessary, to ensure agreement as to the terms of the Designated Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering.

I-3

ANNEX II

Pursuant to Section 7(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable rules and regulations adopted by the Commission;

(ii) In their opinion, the financial statements and any supplementary financial information and schedules audited (and, if applicable, financial forecasts and/or pro forma financial information), examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related rules and regulations; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been separately furnished to the representative or representatives of the Underwriters (the "Representatives") such term to include an Underwriter or Underwriters who act without any firm being designated as its or their representatives;

(iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus and/or included in the Company's Quarterly Reports on Form 10-Q incorporated by reference into the Prospectus as indicated in their reports thereon copies of which have been separately furnished to the Representatives; and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission;

(iv) The unaudited selected financial information with respect to the results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for five such fiscal years included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years;

(v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited

procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;

(vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company, inspection of the minute books of the Company since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:

(A) (i) the unaudited condensed statements of income, balance sheets and statements of cash flows included in the Prospectus and/or included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations adopted by the Commission, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus or included in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles;

(B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year;

(C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year;

(D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the rules and regulations adopted by the Commission thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;

(E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the long-term debt of the Company, or any decreases in net current assets or stockholder's equity or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and

(F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in clause (E) there were any decreases in net revenues or operating profit or the total or per share amounts of net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and

(vii) In addition to the audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference), or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement.

All references in this Annex II to the Prospectus shall be deemed to refer to the Prospectus (including the documents incorporated by reference therein) as defined in the Underwriting Agreement as of the date of the letter delivered on the date of the Pricing Agreement for purposes of such letter and to the Prospectus as amended or supplemented (including the documents incorporated by reference therein) in relation to the applicable Designated Securities for purposes of the letter delivered at the Time of Delivery for such Designated Securities.

Exhibit 4.2

Executed in 100 Counterparts, No. 067.

SUPPLEMENTAL INDENTURE

DATED DECEMBER 1, 1998

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

U.S. BANK TRUST NATIONAL ASSOCIATION
AND F. SGARAGLINO,
AS TRUSTEES

(SUPPLEMENTAL TO THE INDENTURE OF MORTGAGE OR DEED OF TRUST DATED OCTOBER 1, 1941, EXECUTED BY CENTRAL ILLINOIS PUBLIC SERVICE COMPANY TO CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO AND EDMOND B. STOFFT, AS TRUSTEES)

(PROVIDING FOR FIRST MORTGAGE BONDS,
SENIOR NOTES SERIES AA-1 AND SENIOR NOTES SERIES AA-2)

This instrument was prepared by Steven R. Sullivan, Vice President, General Counsel and Secretary of Central Illinois Public Service Company, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

THIS SUPPLEMENTAL INDENTURE, dated December 1, 1998, made and entered into by and between CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter commonly referred to as the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly First Trust National Association, formerly First Trust of Illinois, National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, formerly Continental Bank, National Association and formerly Continental Illinois National Bank and Trust Company of Chicago), a national banking association having its office or place of business in the City of Chicago, Cook County, State of Illinois (hereinafter commonly referred to as the "Trustee"), and F. Sgaraglino (successor Co-Trustee), of the City of Chicago, Cook County, State of Illinois, as Trustees under the Indenture of Mortgage or Deed of Trust dated October 1, 1941, heretofore executed and delivered by the Company to Continental Illinois National Bank and Trust Company of Chicago and Edmond B. Stofft, as Trustees, as amended by the Supplemental Indentures dated, respectively, September 1, 1947, January 1, 1949, February 1, 1952, September 1, 1952, June 1, 1954, February 1, 1958, January 1, 1959, May 1, 1963, May 1, 1964, June 1, 1965, May 1, 1967, April 1, 1970, April 1, 1971, September 1, 1971, May 1, 1972, December 1, 1973, March 1, 1974, April 1, 1975, October 1, 1976, November 1, 1976, October 1, 1978, August 1, 1979, February 1, 1980, February 1, 1986, May 15, 1992, July 1, 1992, September 15, 1992, April 1, 1993, June 1, 1995, March 15, 1997 and June 1, 1997, heretofore executed and delivered by the Company to the Trustees under said Indenture of Mortgage or Deed of Trust dated October 1, 1941; said Indenture of Mortgage or Deed of Trust dated October 1, 1941, as amended by said Supplemental Indentures, being hereinafter sometimes referred to as the "Indenture"; and said U.S. Bank Trust National Association and F. Sgaraglino, as such Trustees, being hereinafter sometimes referred to as the "Trustees" or the "Trustees under the Indenture";

WITNESSETH:

WHEREAS, the Company has entered into an Indenture dated as of December 1, 1998 (the "Senior Note Indenture") with The Bank of New York, as trustee (the "Senior Note Trustee") providing for the issuance of senior notes thereunder (the "Notes"); and

WHEREAS, the Company has determined, by resolutions duly adopted by its Board of Directors and the Executive Committee thereof, pursuant to the Senior Note Indenture, as security for the Notes to be issued thereunder, to issue to the Senior Note Trustee bonds of two additional series under and to be secured by the Indenture, as hereby amended, to be known and designated as First Mortgage Bonds, Senior Notes Series AA-1 (hereinafter sometimes referred to as the "bonds of Senior Notes Series AA-1") and First Mortgage Bonds, Senior Notes Series AA-2 (hereinafter referred to as the "bonds of Senior Notes Series AA-2" and, together with the bonds of Senior Notes Series AA-1, the "bonds of both Series"), and the bonds of both Series shall be authorized, authenticated and issued only as registered bonds without coupons, and to execute and deliver this supplemental indenture, pursuant to the provisions of Article I, as amended,
Section 6 of Article II and Article XVI of the Indenture, for the purpose of (1) creating and authorizing not to exceed $15,000,000 aggregate principal amount of bonds of Senior Notes Series AA-1 and setting forth the form, terms, provisions and characteristics thereof, (2) creating and authorizing not to

exceed $60,000,000 aggregate principal amount of bonds of Senior Notes Series AA-2 and setting forth the form, terms, provisions and characteristics thereof,
(3) modifying or amending certain provisions of the Indenture in the particulars and to the extent hereinafter specifically provided, and (4) specifically describing and conveying to the Trustees, upon the trusts and for the purposes of the Indenture, as hereby amended, certain additional properties which the Company has constructed or otherwise acquired subsequent to May 1, 1997, except property of the character expressly excepted or excluded from the lien of the Indenture by the terms thereof, and which are owned by the Company at the date of the execution hereof and are subject in any event to the lien and effect of the Indenture; and

WHEREAS, the bonds of Senior Notes Series AA-1 shall be issued to the Senior Note Trustee in connection with the issuance by the Company of its Senior Notes, 5.375% Due 2008 (the "2008 Senior Notes") and the bonds of Senior Notes Series AA-2 shall be issued to the Senior Note Trustee in connection with the issuance by the Company of its Senior Notes, 6.125% Due 2028 (the "2028 Senior Notes" and, together with the 2008 Senior Notes, the "Senior Notes"); and

WHEREAS, the execution and delivery of the Company of this supplemental indenture have been duly authorized by the Board of Directors of the Company and the Executive Committee thereof; and the Company has requested, and hereby requests, the Trustees to enter into and join with the Company in the execution and delivery of this supplemental indenture; and

WHEREAS, the bonds of both Series to be authorized, authenticated and issued only in the form of registered bonds without coupons, and each of the bonds of Senior Notes Series AA-1 and the bonds of Senior Notes Series AA-2 and the certificate of the Trustee thereon shall be substantially in the following form, to wit:

                                 [FORM OF BOND]

No.___________                                                      $___________

                   Illinois Commerce Commission ID Number 5994

NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE
THIS BOND IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS
PERMITTED OR REQUIRED BY SECTION 4.04 OF THE INDENTURE,
DATED AS OF DECEMBER 1, 1998, BETWEEN CENTRAL ILLINOIS PUBLIC
SERVICE COMPANY AND THE BANK OF NEW YORK, AS TRUSTEE.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
First Mortgage Bond, Senior Notes Series AA-__

Original
Issue Dated Maturity

Date                Date                Date                CUSIP
----                ----                ----                -----

                    *                   *

                    Interest
Interest            Payment             Record
Rate                Dates               Dates
----                -----               -----
     %

REGISTERED OWNER
                ------------------------------------------------

PRINCIPAL AMOUNT                   DOLLARS
                ------------------

* To be completed in accordance with the terms of Section 1 of Article I hereof.

Central Illinois Public Service Company, an Illinois corporation (hereinafter referred to as the "Company"), for value received, hereby promises to pay to the Registered Owner specified above, as trustee under the Senior Note Indenture hereinafter referred to, or registered assigns, the Principal Amount specified above on the Maturity Date specified above, and to pay to the Registered Owner interest on said sum from the Dated Date hereof, at the Interest Rate specified above, payable half-yearly on the Interest Payment Dates specified above, until said principal sum is paid. The interest so payable on any Interest Payment Date will be paid, subject to certain exceptions provided in the Supplemental Indenture dated December 1, 1998, hereinafter referred to, to the Registered Owner at the close of business of the Trustee on the immediately preceding Record Date. Both the principal of and the interest on this bond shall be payable in immediately available funds at the office or agency of the Senior Note Trustee hereinafter referred to, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

Under an Indenture dated as of December 1, 1998 (the "Senior Note Indenture") between the Company and The Bank of New York, as trustee (the "Senior Note Trustee"), the Company will issue, concurrently with the issuance of this bond, an issue of Notes under the Senior Note Indenture entitled "Senior Notes, ___% Due ____ (the "____ Senior Notes"). Pursuant to Article IV of the Senior Note Indenture, this bond is issued to the Senior Note Trustee to secure any and all obligations of the Company under the ____ Senior Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture. Payment of principal of, or premium, if any or interest on, the ____ Senior Notes shall constitute payments on this bond as further provided herein and in the Supplemental Indenture dated December 1, 1998 pursuant to which this bond has been issued (the "Supplemental Indenture").

Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the ____ Senior Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, bonds of Senior Notes Series AA-__ in a principal amount

equal to the principal amount of such ____ Senior Notes and having both a corresponding maturity date and interest rate shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such bonds shall be surrendered to the Company for cancellation as provided in
Section 4.08 of the Senior Note Indenture. The Trustee (as hereinafter defined) may at anytime and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and premium, if any, and interest on the ___ Senior Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) that timely payment of principal, or premium or interest on, the ____ Senior Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and
(iii) the amount of the arrearage.

For purposes of Section 4.09 of the Senior Note Indenture, this bond shall be deemed to be the "Related Series of Senior Note First Mortgage Bonds" in respect of the ____ Senior Notes.

This bond is one of the bonds issued and to be issued from time to time under and in accordance with and all secured by the indenture of mortgage or deed of trust dated October 1, 1941, executed and delivered by the Company to U.S. Bank Trust National Association (formerly First Trust National Association, formerly First Trust of Illinois, National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, formerly Continental Bank, National Association and formerly Continental Illinois National Bank and Trust Company of Chicago and hereinafter referred to as the "Trustee") and Edmond B. Stofft, as Trustees, and the various indentures supplemental thereto, including the Supplemental Indenture pursuant to which $__,000,000 in aggregate principal amount of the First Mortgage Bonds, Senior Notes Series AA-_ are authorized, each executed and delivered by the Company to the Trustees under said indenture of mortgage or deed of trust dated October 1, 1941, prior to the authentication of this bond (said indenture of mortgage or deed of trust and said supplemental indentures being hereinafter referred to, collectively, as the "Indenture"); and said U.S. Bank Trust National Association and F. Sgaraglino (successor Co-Trustee) being now the Trustees under the Indenture. Reference to the Indenture and to all supplemental indentures, if any, hereafter executed pursuant to the Indenture is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights of the holders and Registered Owners of said bonds and of the Trustees and of the Company in respect of such security. By the terms of the Indenture the bonds to be secured thereby are issuable in series, which may vary as to date, amount, date of maturity, rate of interest, redemption provisions, medium of payment and in other respects as in the Indenture provided.

This bond is not redeemable except on the respective dates, in the respective principal amounts and for the respective redemption prices that correspond to the redemption dates for, the principal amounts to be redeemed of, and the redemption prices for, the ___ Senior Notes, and except upon written demand of the Senior Note Trustee following the occurrence of an Event

of Default under the Senior Note Indenture and the acceleration of the senior notes, as provided in Section 8.01 of the Senior Note Indenture.

In case of certain events of default specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture. No recourse shall be had for the payment of the principal of or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture or any indenture supplemental thereto, to or against any incorporator, stockholder, officer or director, past, present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company, or such predecessor or successor corporation, under any constitution or statute or rule of law, or by the enforcement of any assessment, penalty, or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by the Registered Owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

This bond shall not be assignable or transferable except as permitted or required by Section 4.04 of the Senior Note Indenture. This bond is exchangeable by the Registered Owner hereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, upon the surrender and cancellation of this bond and the payment of any stamp tax or other governmental charge, and upon any such exchange a new registered bond or bonds without coupons, of the same series and maturity and for the same aggregate principal amount, will be issued in exchange heretofore; provided, that the Company shall not be required to exchange any bonds of Senior Notes Series AA-_ for a period of ten (10) days next preceding an Interest Payment Date with respect to such bonds.

As provided in Section 4.11 of the Senior Note Indenture, from and after the Release Date (as defined in the Senior Note Indenture), the obligations of the Company with respect to this bond shall be deemed to be satisfied and discharged, this bond shall cease to secure in any manner any senior notes outstanding under the Senior Note Indenture, and, pursuant to
Section 4.08 of the Senior Note Indenture, the Senior Note Trustee shall forthwith deliver this bond to the Company for cancellation.

This bond shall not be valid or become obligatory for any purpose unless and until it shall have been authenticated by the execution by the Trustee or its successor in trust under the Indenture of the Trustee's Certificate endorsed hereon.

IN WITNESS WHEREOF, Central Illinois Public Service Company has caused this bond to be executed in its name by the manual or facsimile signature of its President or one of its Vice-Presidents, and its corporate seal or a facsimile thereof to be affixed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

By
President

ATTEST:

Secretary

This bond is one of the bonds of the series designated therein, described in the within mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee

By
Authorized Officer

[END OF FORM OF BOND]

NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) duly paid by the Trustees to the Company, and of other good and valuable considerations, the receipt whereof is hereby acknowledged, and for the purpose of further assuring to the Trustees under the Indenture their title to, or lien upon, the property hereinafter described, under and pursuant to the terms of the Indenture, as hereby amended, and for the purpose of further securing the due and punctual payment of the principal of and interest and the premium, if any, on all bonds which have been heretofore or shall be hereafter issued under the Indenture and indentures supplemental thereto and which shall be at any time outstanding thereunder and secured thereby and $75,000,000 aggregate principal amount of the Senior Notes, and for the purpose of securing the faithful performance and observance of all the covenants and conditions set forth in the Indenture and/or in any indenture supplemental thereto, the Company has given, granted, bargained, sold, transferred, assigned, pledged, mortgaged, warranted the title to and conveyed, and by these presents does give, grant, bargain, sell, transfer, assign, pledge, mortgage, warrant the title to and convey unto U.S. BANK TRUST NATIONAL ASSOCIATION and F. SGARAGLINO, as Trustees under the Indenture as therein provided, and their successors in the trusts thereby created, and to their assigns, all the right, title and interest of the Company in and to any and all premises, plants, property, leases and leaseholds, franchises, permits, rights and powers, of every kind and description, real and personal, which have been acquired by the Company through construction, purchase, consolidation or merger, or otherwise, subsequent to May 1, 1997, and which are owned by the Company at the date of the execution hereof, together with the rents, issues, products and

profits therefrom, excepting, however, and there is hereby expressly reserved and excluded from the lien and effect of the Indenture and of this supplemental indenture, all right, title and interest of the Company, now owned, in and to
(a) all cash, bonds, shares of stock, obligations and other securities not deposited with the Trustee or Trustees under the Indenture, and (b) all accounts and bills receivable, judgments (other than for the recovery of real property or establishing a lien or charge thereon or right therein) and chooses in action not specifically assigned to and pledged with the Trustee or Trustees under the Indenture, and (c) all personal property acquired or manufactured by the Company for sale, lease, rental or consumption in the ordinary course of business, and
(d) the last day of each of the demised terms created by any lease of property leased to the Company and under each and every renewal of any such lease, the last day of each and every such demised term being hereby expressly reserved to and by the Company, and (e) all gas, oil and other minerals now or hereafter existing upon, within or under any real estate of the Company subject to, or hereby subjected to, the lien of the Indenture.

Without in any way limiting or restricting the generality of the foregoing description or the foregoing exceptions and reservations, the Company hereby expressly gives, grants, bargains, sells, transfers, assigns, pledges, mortgages, warrants the title to and conveys unto said U.S. BANK TRUST NATIONAL ASSOCIATION and F. SGARAGLINO, as Trustees under the Indenture, and unto their successor or successors in trust, and their assigns, under the trusts and for the purposes of the Indenture, as hereby amended, the properties described in Schedule A to this supplemental indenture, which is incorporated herein by reference with the same force and effect as if set forth at length herein, and which properties have been acquired by the Company, through construction, purchase, consolidation or merger, or otherwise, subsequent to May 1, 1997 (except as otherwise indicated in said Schedule A), and which are owned by the Company at the date of the execution hereof together with the tenements, hereditaments and appurtenances thereunto belonging or appertaining, TO HAVE AND TO HOLD all said property, rights and interests forever, BUT IN TRUST, NEVERTHELESS, upon the trusts, for the purposes and subject to all the terms, conditions, provisions and restrictions of the Indenture, as hereby amended.

And upon the considerations and for the purposes aforesaid, and in order to provide, pursuant to the terms of the Indenture, for the issuance under the Indenture, as hereby amended, of bonds of both Series and to fix the terms, provisions and characteristics of the bonds of both Series, and to modify or amend the Indenture in the particulars and to the extent hereinafter in this supplemental indenture specifically provided, the Company hereby covenants and agrees with the Trustees as follows:

ARTICLE I

SECTION 1. Two series of bonds issuable under the Indenture, as hereby amended, to be known and designated as "First Mortgage Bonds, Senior Notes Series AA-1" and "First Mortgage Bonds, Senior Notes Series AA-2," respectively, and which shall be executed, authenticated and issued only in the form of registered bonds without coupons, are hereby created and authorized. The bonds of both Series and the Trustee's Certificate to be endorsed thereon shall be substantially in the form thereof hereinbefore recited. Each bond of Senior Notes Series AA-1 and each bond of Senior Notes Series AA-2 are to be issued and registered in the name of The Bank

of New York, as trustee, or a successor trustee (said trustee or any successor trustee being hereinafter referred to as the "Senior Note Trustee"), under the Indenture dated as of December 1, 1998 between the Company and the Senior Note Trustee (the "Senior Note Indenture"), to secure any and all obligations of the Company under the 2008 Senior Notes and the 2028 Senior Notes, respectively, and any other series of Notes from time to time outstanding under the Senior Note Indenture. Each bond of Senior Notes Series AA-1 and each bond of Senior Notes Series AA-2 shall be dated as of the Interest Payment Date thereof to which interest was paid next preceding the date of issue, unless (a) issued on an Interest Payment Date thereof to which interest was paid, in which event it shall be dated as of such issue date, or (b) issued prior to the occurrence of the first Interest Payment Date thereof to which interest was paid, in which event it shall be dated the Original Issue Date specified in the form of bond. The bonds of both Series shall be due and payable in the principal amount and on the Maturity Date specified below, shall bear interest from the date thereof at the Interest Rate per annum specified below payable half-yearly on the Interest Payment Dates specified in the form of bond to the Registered Owner as specified on the registry books of the Trustee at the close of business of the Trustee on the applicable Record Date as provided in Section 3 of this Article I.

Series    Maturity Date       Principal Amount         Interest Rate
------    -------------       ----------------         -------------
AA-1      December 15, 2008   $15,000,000              5.375%
AA-2      December 15, 2028   $60,000,000              6.125%

The bonds of both Series shall be payable, as to both principal and interest, in immediately available funds, at the office or agency of the Senior Note Trustee, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

SECTION 2. Anything contained in Section 14 of Article I of the Indenture, or elsewhere in the Indenture, to the contrary notwithstanding, only the person in whose name any of the bonds of both Series is registered (the "Registered Owner") at the close of business on any Record Date, as hereinafter defined, with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such bonds upon any transfer or exchange subsequent to the Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names outstanding bonds of both Series are registered on the Record Date to be established by the Trustee for payment of such defaulted interest.

Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the 2008 Senior Notes or the 2028 Senior Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, bonds of Senior Notes Series AA-1 or bonds of Senior Notes Series AA-2, respectively, in a principal amount equal to the principal amount of such 2008 Senior Notes or such 2028 Senior Notes, as the case may be, and having both a corresponding maturity date and interest rate shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to

make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such bonds of Senior Notes Series AA-1 or bonds of Senior Notes Series AA-2, as applicable, shall be surrendered to the Company for cancellation as provided in Section 4.08 of the Senior Note Indenture. The Trustee may at anytime and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and premium, if any, and interest on the Senior Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) the timely payment of principal, or premium or interest on, the Senior Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

SECTION 3. The term "Record Date" as used herein with respect to any Interest Payment Date (other than an Interest Payment Date for the payment of defaulted interest) shall mean the applicable Record Date specified in the form of bond next preceding such Interest Payment Date, or, if such Record Date shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, then the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close.

SECTION 4. The bonds of both Series are not redeemable except on the respective dates, in the respective principal amounts and for the respective redemption prices that correspond to the redemption dates for, the principal amounts to be redeemed of, and the redemption prices for, the Senior Notes, and except as set forth in Section 5 hereof.

In the event that the Company redeems any 2008 Senior Notes or 2028 Senior Notes prior to maturity in accordance with the provisions of the Senior Note Indenture, the Senior Note Trustee shall on the same date deliver to the Company the bonds of Senior Notes Series AA-1 or the bonds of Series Notes Series AA-2, respectively, in principal amounts corresponding to the 2008 Senior Notes or the 2028 Senior Notes so redeemed, as provided in Section 4.08 of the Senior Note Indenture. The Company agrees to give the Senior Note Trustee notice of any such redemption of the Senior Notes on or before the date fixed for any such redemption.

SECTION 5. Upon the occurrence of an Event of Default under the Senior Note Indenture and the acceleration of the 2008 Senior Notes or the 2028 Senior Notes, the bonds of Senior Notes Series AA-1 or the bonds of Senior Notes Series AA-2, respectively, shall be redeemable in whole upon receipt by the Trustee of a written demand (hereinafter called a "Redemption Demand") from the Senior Note Trustee stating that there has occurred under the Senior Note Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the 2008 Senior Notes or the 2028 Senior Notes specifying the last date to which interest on such 2008 Senior Notes or 2028 Senior Notes has been paid (such date being hereinafter referred to as the "Initial Interest Accrual Date") and demanding redemption of the bonds of Senior Notes Series AA-1 or the bonds of Senior Notes Series AA-2, as applicable. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender of the bonds of Senior Notes Series AA-1 or the bonds of Senior Notes Series AA-2, as applicable, by the Senior Note Trustee to the Trustee, the bonds of Senior

Notes Series AA-1 or the bonds of Senior Notes Series AA-2, as applicable, shall be redeemed at a redemption price equal to the principal amount thereof plus accrued interest thereon from the Initial Interest Accrual Date to the date of the Redemption Demand; provided, however, that in the event of a rescission or annulment of acceleration of Notes pursuant to the last paragraph of Section 8.01(a) of the Senior Note Indenture, then any Redemption Demand shall thereby deemed to be rescinded by the Senior Note Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

SECTION 6. For purposes of Section 4.09 of the Senior Note Indenture, the bonds of Senior Notes Series AA-1 shall be deemed to be the "Related Series of Senior Notes First Mortgage Bonds" in respect of the 2008 Senior Notes and the bonds of Senior Notes Series AA-2 shall be deemed to be the "Related Series of Senior Notes First Mortgage Bonds" in respect of the 2028 Senior Notes.

SECTION 7. The bonds of both Series shall not be assignable or transferable except as permitted by Section 4.04 of the Senior Note Indenture. Any such transfer shall be effected at the principal office or place of business of the Trustee under the Indenture. The bonds of both Series are exchangeable by the Registered Owner thereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, upon the surrender and cancellation of said bonds and the payment of any stamp tax or other governmental charge, and upon any such exchange a new registered bond or bonds without coupons, of the same series and maturity and for the same aggregate principal amount, will be the same series and maturity and for the same aggregate principal amount, will be issued in exchange theretofore; and provided, that the Company shall not be required to exchange any bonds of both Series for a period of ten (10) days next preceding an Interest Payment Date with respect to bonds of both Series.

The bonds of both Series shall, from time to time, be executed on behalf of the Company and sealed with the corporate seal of the Company, all in the manner provided or permitted by Section 6 of Article I of the Indenture, as follows:

(a) bonds of both Series executed on behalf of the Company by its President or a Vice-President and/or by its Secretary or an Assistant Secretary may be so executed by the facsimile signature of such President or Vice-President and/or of such Secretary or Assistant Secretary, as the case may be, of the Company, or of any person or persons who shall have been such officer or officers, as the case may be, of the Company on or subsequent to the date of this supplemental indenture, notwithstanding that he or they may have ceased to be such officer or officers of the Company at the time of the actual execution, authentication, issue or delivery of any of such bonds, and any such facsimile signature or signatures of any such officer or officers on any such bonds shall constitute execution of such bonds on behalf of the Company by such officer or officers of the Company for the purposes of the Indenture, as hereby amended, and shall be valid and effective for all purposes, provided that all bonds shall always be executed on behalf of the Company by the signature, manual or facsimile, of its President or a Vice-President and of its Secretary or an Assistant Secretary, and provided, further, that none of such bonds shall be executed on behalf of the Company by the same officer or person acting in more than one capacity; and

(b) such corporate seal of the Company may be a facsimile, and any bonds of both Series on which such facsimile seal shall be affixed, impressed, imprinted or reproduced shall be deemed to be sealed with the corporate seal of the Company for the purposes of the Indenture, as hereby amended, and such facsimile seal shall be valid and effective for all purposes.

SECTION 8. As provided in Section 4.11 of the Senior Note Indenture, from and after the Release Date (as defined in the Senior Note Indenture), the obligations of the Company with respect to the bonds of both Series shall be deemed to be satisfied and discharged, the bonds of both Series shall cease to secure in any manner any Notes outstanding under the Senior Note Indenture, and, pursuant to Section 4.08 of the Senior Note Indenture, the Senior Note Trustee shall forthwith deliver the bonds of both Series to the Company for cancellation.

ARTICLE II

SECTION 1. Sections 10 and 16 of Article III of the Indenture are, and each of them is, hereby amended by striking out the words "Series W through Series Z, Series 1995-1, Series 1997-1 and Series 1997-2" wherever the same occur in each of said sections, and by inserting, in lieu thereof, the words "Series W through Series Z, Series 1995-1, Series 1997-1, Series 1997-2, Senior Notes Series AA-1 and Senior Notes Series AA-2" and the Company hereby covenants and agrees to observe and comply with the provisions of said sections as hereby amended.

ARTICLE III

SECTION 1. The provisions of this supplemental indenture shall become and be effective from and after the execution hereof, and the Indenture, as hereby amended, shall remain in full force and effect.

SECTION 2. Each reference in the Indenture, or in this supplemental indenture, to any article, section, term or provision of the Indenture shall mean and be deemed to refer to such article, section, term or provision of the Indenture, as hereby amended, except where the context otherwise indicates.

SECTION 3. All the covenants, provisions, stipulations and agreements in this supplemental indenture contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and of the holders and Registered Owners from time to time of the bonds of both Series and of the coupons issued and outstanding from time to time under and secured by the Indenture, as hereby amended, and the Senior Note Trustee, for the benefit of the holder or holders of the Senior Notes.

This supplemental indenture has been executed in a number of identical counterparts, each of which so executed shall be deemed to be an original.

At the time of the execution of this supplemental indenture, the aggregate principal amount of all indebtedness of the Company outstanding, or to be presently outstanding, under and secured by the Indenture, as hereby amended, taking into account the refunding of $33,000,000 of First Mortgage Bonds, Series W, 8-1/2%, due May 15, 2022, is $408,000,000, evidenced by First Mortgage Bonds of the series listed below, issued by the Company under said Indenture and now outstanding or to be presently issued by it under said Indenture, as follows:

                                                                 Principal
     Series         Interest Rate (%)   Maturity Date            Amount ($)
     ------         -----------------   -------------            ----------
     W              7-1/8               May 15, 1999              50,000,000
     X              7-1/2               July 1, 2007              50,000,000
     Y              6-3/4               September 15, 2002        23,000,000
     Z              6                   April 1, 2000             25,000,000
     Z              6-3/8               April 1, 2003             40,000,000
   1995-1           6.49                June 1, 2005              20,000,000
   1997-1           6.52                March 15, 1999             5,000,000
   1997-1           6.60                September 15, 1999         5,000,000
   1997-1           6.68                March 15, 2000             5,000,000
   1997-1           6.75                September 15, 2000         5,000,000
   1997-1           6.83                March 15, 2001             5,000,000
   1997-1           6.89                September 15, 2001         5,000,000
   1997-1           6.94                March 15, 2002             5,000,000
   1997-1           6.96                September 15, 2002         5,000,000
   1997-1           6.99                March 15, 2003             5,000,000
   1997-2           6.73                June 1, 2001              20,000,000
   1997-2           7.05                June 1, 2006              20,000,000
   1997-2           7.61                June 1, 2017              40,000,000
Senior Notes AA-1   5.375               December 15, 2008         15,000,000 (a)
Senior Notes AA-2   6.125%              December 15, 2028         60,000,000 (a)
                                                                 -----------
                    TOTAL .....................................  408,000,000

(a) To be presently issued by the Company under said Indenture.

IN WITNESS WHEREOF, said Central Illinois Public Service Company has caused this instrument to be executed in its corporate name by its President or a Vice President and its corporate seal or a facsimile thereof to be hereunto affixed and to be attested by its Secretary or an Assistant Secretary, and said U.S. Bank Trust National Association, for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has caused this instrument to be executed in its corporate name by one of its Assistant Vice Presidents and its corporate seal to be hereunto affixed and to be attested by one of its Vice Presidents, and said F. Sgaraglino, for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has signed and sealed this instrument; all as of the day and year first above written.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

By /s/ J.T. Birkett
  --------------------------------------
     J.T. Birkett
     Vice President

(CORPORATE SEAL)

ATTEST:

/s/ J.A. Tisckos
-----------------------------
J.A. Tisckos
Assistant Secretary

U.S. BANK TRUST NATIONAL ASSOCIATION

By /s/ Larry Kusch
  --------------------------------------
     Larry Kusch
     Assistant Vice President

(CORPORATE SEAL)

ATTEST:

/s/ H. H. Hall, Jr.
-----------------------------
H. H. Hall, Jr.
Vice President and
Assistant Secretary

                                        /s/ F. Sgaraglino             (SEAL)
                                        ----------------------------------------
                                        F. Sgaraglino

STATE OF ILLINOIS        )
                         )    ss
COUNTY OF SANGAMON       )

I, Janet K. Cooper, a Notary Public in and for said County in the State aforesaid, do hereby certify that J.T. Birkett, Vice President of CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and J.A. Tisckos, Assistant Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal this 22nd day of December, 1998.

/s/ Janet K. Cooper
----------------------------------------
     Notary Public

(NOTARIAL SEAL)

"OFFICIAL SEAL"

Janet K. Cooper
Notary Public, State of Illinois
My Commission Expires 3/27/99

STATE OF ILLINOIS        )
                         )    ss
COUNTY OF COOK           )

I, Sandra Rhoden, a Notary Public in and for said County in the State aforesaid, do hereby certify that:

(a) Larry Kusch, an Assistant Vice President of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, and H. H. Hall, Jr., a Vice President and Assistant Secretary of said association, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said association, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said association, for the uses and purposes therein set forth; and

(b) F. Sgaraglino, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and official seal this 22nd day of December, 1998.

/s/ S. Rhoden
----------------------------------------
Sandra Rhoden
Notary Public

(NOTARIAL SEAL)

"OFFICIAL SEAL"

Sandra Rhoden
Notary Public, State of Illinois
My Commission Exp. 06/28/2001

Schedule A

TO THE SUPPLEMENTAL INDENTURE DATED DECEMBER 1, 1998
OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY TO
U.S. BANK TRUST NATIONAL ASSOCIATION AND
F. SGARAGLINO AS TRUSTEES

The properties of the Company acquired through construction, purchase, consolidation or merger or otherwise subsequent to May 1, 1997 and prior to October 1, 1998 referred to in the foregoing Supplemental Indenture, located in the counties of Adams, Coles, Crawford, Douglas, Effingham, Jackson, Lawrence, Menard, Perry, Pike, and Vermilion in the State of Illinois as described as follows:

First. The following described electric substations of the Company located in, or in the vicinity of, the following communities:

          Location
--------------------------
Community           County              KVA
---------           ------              ---
Teutopolis          Effingham           10,500
Lawrenceville       Lawrence            10,500
Arcola              Douglas             10,500
Dorans              Coles               10,500

Second. The following described gas distribution mains of the Company located in the State of Illinois:

          Location
--------------------------              Approximate length
Community           County              in feet
---------           ------              ------------------
Palestine           Crawford             7,245
Effingham           Effingham           30,453
Bismark             Vermilion            4,310
Hoopeston           Vermilion            4,130
Mattoon             Coles               18,328
Charleston          Coles                5,060
Loxa                Coles                3,245
Griggsville         Pike                 2,752
Quincy              Adams               27,352
Petersburg          Menard              19,960
DuQuoin             Perry                3,125
Murphysboro         Jackson              4,974

Third. The following real estate situated in Lawrence County, Illinois:

A tract of land being part of the following described property:

A part of Location 267 in Township 3 North, Range 11 West of the Second Principal Meridian, and bounded as follows: Beginning at a stone at the Northeast corner of said location 267; thence running West 37.58 chains to a stake; thence South 41.03 chains to a stake; thence East 37.58 chains to a stake in the road; thence North 41.03 chains to the beginning, containing 154.21 acres, and situated in Lawrence County, Illinois.

Said tract of land being more particularly described as follows:

BEGINNING at the Southeast corner of the above described property;

Thence South 89 degrees 52 minutes 45 seconds West along the South line of the above described tract a distance of 246.96 feet;

Thence North 00 degrees 17 minutes 22 seconds East along a line parallel with the East line of the above described property a distance 208.71 feet;

Thence North 89 degrees 52 minutes 45 seconds East along a line parallel with the South line of the above described property a distance of 246.96 feet to the East line of the above described property;

Thence South 00 degrees 17 minutes 22 seconds West along the East line of the above described property a distance of 208.71 feet to the POINT OF BEGINNING, containing 1.183 Acres, more or less.

Fourth. The following described real estate situated in Douglas County, Illinois.

Part of the Northeast Quarter (NE 1/4) of Section 3, Township 14 North,

Range 8 East of the 3rd Principal Meridian, Douglas County, Illinois, described as follows: Commencing at a 5/8" iron rod being the Northeast corner of said Section 3 as per monument record in Book 1, Page 1 of Monument Records in the recorder's office of said County; thence South 00 degrees 24 minutes 13 seconds East (record bearing) 1408.06 feet along the East line of said NE 1/4 to the point of beginning being a point North 89 degrees 00 minutes 00 seconds East 33.00 feet from a 5/8" iron rod with metal cap marked C.I.P.S. CO. PROPERTY CORNER; thence continuing South 00 degrees 24 minutes 13 seconds East 208.00 feet along said East line of the Northeast corner of the land taken by the city of Arcola in Circuit Court by order dated March 20, 1981, No. 80-L-107; thence South 89 degrees 00 minutes 00 seconds West 228.00 feet along the North line of said land to a 5/8" iron rod with metal cap marked C.I.P.S. CO. PROPERTY CORNER; thence North 00 degrees 24 minutes 13 seconds West 208.00 feet to a 5/8" iron rod with metal cap marked C.I.P.S. PROPERTY CORNER; thence North 89 degrees 00 minutes 00 seconds East 228.00 feet to the point of beginning containing

1.089 acres.

Exhibit 4.4

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

AND

THE BANK OF NEW YORK

TRUSTEE

INDENTURE

DATED AS OF DECEMBER 1, 1998

CROSS REFERENCE SHEET SHOWING THE LOCATION IN THE INDENTURE OF THE
PROVISIONS INSERTED PURSUANT TO SECTIONS 310 THROUGH 318(a),
INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939

Trust Indenture Act                                                Indenture
     Section                                                        Section
310 (a) (1) ................................................               9.09
    (a) (2) ................................................               9.09
    (a) (3) ................................................     Not Applicable
    (a) (4) ................................................     Not Applicable
    (a) (5) ................................................               9.09
    (b) ....................................................               9.08
    (c) ....................................................     Not Applicable
311 (a) ....................................................               9.14
    (b) ....................................................               9.14
    (c) ....................................................     Not Applicable
312 (a) ....................................................   7.01 and 7.02(a)
    (b) ....................................................            7.02(b)
    (c) ....................................................            7.02(c)
313 (a) ....................................................            7.04(a)
    (b) ....................................................            7.04(b)
    (c) ....................................................            7.04(d)
    (d) ....................................................            7.04(c)
314 (a) ....................................................      7.03 and 6.06
    (b) ....................................................               6.05
    (c) (1) ................................................     1.03 and 15.05
    (c) (2) ................................................     1.03 and 15.05
    (c) (3) ................................................     Not Applicable
    (d) ....................................................      1.03 and 4.06
    (e) ....................................................           15.05(b)
    (f) ....................................................     Not Applicable
315 (a) ....................................................               9.01
    (b) ....................................................               8.08
    (c) ....................................................            9.01(a)
    (d) ....................................................            9.01(b)
    (e) ....................................................               8.09
316 (a) ....................................................     8.07 and 10.04
    (b) ....................................................  8.04(b) and 13.02
    (c) ....................................................              10.06
317 (a) (1) ................................................            8.02(b)
    (a) (2) ................................................            8.02(c)
    (b) ....................................................      5.02 and 6.04
318 (a) ....................................................              15.07

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

                                                                                PAGE
                                    ARTICLE I

                                   DEFINITIONS

Section 1.01 General .........................................................   1
Section 1.02 Trust Indenture Act .............................................   1
Section 1.03 Definitions .....................................................   2

                                   ARTICLE II

                    FORM, ISSUE, EXECUTION, REGISTRATION AND
                                EXCHANGE OF NOTES

Section 2.01 Form Generally ..................................................   8
Section 2.02 Form Of Trustee's Certificate Of Authentication .................   8
Section 2.03 Amount Unlimited ................................................   8
Section 2.04 Denominations, Dates, Interest Payment And Record Dates .........   9
Section 2.05 Execution, Authentication, Delivery And Dating ..................  10
Section 2.06 Exchange And Registration Of Transfer Of Notes ..................  13
Section 2.07 Mutilated, Destroyed, Lost Or Stolen Notes ......................  14
Section 2.08 Temporary Notes .................................................  15
Section 2.09 Cancellation Of Notes Paid, Etc. ................................  15
Section 2.10 Interest Rights Preserved .......................................  15
Section 2.11 Special Record Date .............................................  15
Section 2.12 Payment Of Notes ................................................  16
Section 2.13 Notes Issuable In The Form Of A Global Note .....................  17

                                   ARTICLE III

                               REDEMPTION OF NOTES

Section 3.01 Applicability Of Article ........................................  19
Section 3.02 Notice Of Redemption; Selection Of Notes ........................  19
Section 3.03 Payment Of Notes On Redemption; Deposit Of Redemption Price .....  20


                                       i

                                   ARTICLE IV

                        SENIOR NOTE FIRST MORTGAGE BONDS

Section 4.01 Delivery Of Initial Series Of Senior Note First Mortgage Bonds ..  21
Section 4.02 Receipt .........................................................  21
Section 4.03 Senior Note First Mortgage Bonds Held By The Trustee ............  22
Section 4.04 No Transfer Of Senior Note First Mortgage Bonds; Exceptions .....  22
Section 4.05 Delivery To The Company Of All Senior Note First Mortgage Bonds .  22
Section 4.06 Fair Value Certificate ..........................................  22
Section 4.07 Further Assurances ..............................................  23
Section 4.08 Exchange And Surrender Of Senior Note First Mortgage Bonds ......  24
Section 4.09 Acceptance Of Additional Senior Note First Mortgage Bonds .......  24
Section 4.10 Terms Of Senior Note First Mortgage Bonds .......................  24
Section 4.11 Senior Note First Mortgage Bonds As Security For Notes ..........  24

                                    ARTICLE V

                  SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

Section 5.01 Satisfaction And Discharge ......................................  25
Section 5.02 Deposited Moneys To Be Held In Trust By Trustee .................  27
Section 5.03 Paying Agent To Repay Moneys Held ...............................  27
Section 5.04 Return Of Unclaimed Moneys ......................................  27

                                   ARTICLE VI

                       PARTICULAR COVENANTS OF THE COMPANY

Section 6.01 Payment Of Principal And Interest ...............................  27
Section 6.02 Offices For Payments, Etc. ......................................  28
Section 6.03 Appointment To Fill A Vacancy In Office Of Trustee ..............  28
Section 6.04 Provision As To Paying Agent ....................................  28
Section 6.05 Opinions Of Counsel .............................................  29
Section 6.06 Certificates And Notice To Trustee ..............................  30
Section 6.07 Restrictions On Liens ...........................................  30
Section 6.08 Restrictions On Sale And Lease-Back Transactions ................  32
Section 6.09 Corporate Existence .............................................  32


                                       ii

                                   ARTICLE VII

                         NOTEHOLDER LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

Section 7.01 Company To Furnish Noteholder Lists .............................  33
Section 7.02 Preservation and Disclosure of Noteholder Lists .................  33
Section 7.03 Reports By The Company ..........................................  34
Section 7.04 Reports By The Trustee ..........................................  35

                                  ARTICLE VIII

                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                              ON EVENTS OF DEFAULT

Section 8.01 Events Of Default ...............................................  36
Section 8.02 Collection Of Indebtedness By Trustee; Trustee May Prove Debt ...  38
Section 8.03 Application Of Proceeds .........................................  39
Section 8.04 Limitations On Suits By Noteholders .............................  40
Section 8.05 Suits For Enforcement ...........................................  41
Section 8.06 Powers And Remedies Cumulative; Delay Or Omission Not Waiver
             Of Default ......................................................  41
Section 8.07 Direction of Proceedings and Waiver of Defaults By Majority
             of Noteholders ..................................................  41
Section 8.08 Notice of Default ...............................................  42
Section 8.09 Undertaking To Pay Costs ........................................  42
Section 8.10 Restoration of Rights on Abandonment of Proceedings .............  42
Section 8.11 Defaults Under The First Mortgage ...............................  42
Section 8.12 Waiver of Usury, Stay or Extension Laws .........................  43

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

Section 9.01 Duties and Responsibilities of Trustee ..........................  43
Section 9.02 Reliance on Documents, Opinions, Etc. ...........................  44
Section 9.03 No Responsibility For Recitals, Etc. ............................  45
Section 9.04 Trustee, Authenticating Agent, Paying Agent Or Registrar May
             Own Notes .......................................................  45
Section 9.05 Moneys To Be Held In Trust ......................................  45
Section 9.06 Compensation And Expenses Of Trustee ............................  45
Section 9.07 Officers' Certificate As Evidence ...............................  46
Section 9.08 Conflicting Interest Of Trustee .................................  46
Section 9.09 Existence And Eligibility Of Trustee ............................  46
Section 9.10 Resignation Or Removal Of Trustee ...............................  46


                                      iii

Section 9.11 Appointment Of Successor Trustee ................................  47
Section 9.12 Acceptance By Successor Trustee .................................  48
Section 9.13 Succession By Merger, Etc. ......................................  48
Section 9.14 Limitations On Rights Of Trustee As A Creditor ..................  49
Section 9.15 Authenticating Agent ............................................  49

                                    ARTICLE X

                           CONCERNING THE NOTEHOLDERS

Section 10.01 Action By Noteholders ..........................................  50
Section 10.02 Proof Of Execution By Noteholders ..............................  50
Section 10.03 Persons Deemed Absolute Owners .................................  50
Section 10.04 Company-Owned Notes Disregarded ................................  50
Section 10.05 Revocation Of Consents; Future Holders Bound ...................  51
Section 10.06 Record Date For Noteholder Acts ................................  51

                                   ARTICLE XI

                              NOTEHOLDERS' MEETING

Section 11.01 Purposes Of Meetings ...........................................  51
Section 11.02 Call Of Meetings By Trustee ....................................  52
Section 11.03 Call Of Meetings By Company Or Noteholders .....................  52
Section 11.04 Qualifications For Voting ......................................  52
Section 11.05 Regulations ....................................................  52
Section 11.06 Voting .........................................................  53
Section 11.07 Rights Of Trustee Or Noteholders Not Delayed ...................  53

                                   ARTICLE XII

               CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE

Section 12.01 Company May Consolidate, Etc. Only On Certain Terms ............  53
Section 12.02 Successor Corporation Substituted ..............................  54

                                  ARTICLE XIII

                             SUPPLEMENTAL INDENTURES

Section 13.01 Supplemental Indentures Without Consent Of Noteholders .........  54
Section 13.02 Supplemental Indentures With Consent Of Noteholders ............  56
Section 13.03 Compliance With Trust Indenture Act; Effect Of Supplemental
              Indentures .....................................................  57
Section 13.04 Notation On Notes ..............................................  57


                                       iv

Section 13.05 Evidence Of Compliance Of Supplemental Indenture To Be
              Furnished Trustee ..............................................  57

                                   ARTICLE XIV

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.01 Indenture And Notes Solely Corporate Obligations ...............  57

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

Section 15.01 Provisions Binding On Company's Successors .....................  58
Section 15.02 Official Acts By Successor Corporation .........................  58
Section 15.03 Notices ........................................................  58
Section 15.04 Governing Law ..................................................  58
Section 15.05 Evidence Of Compliance With Conditions Precedent ...............  58
Section 15.06 Business Days ..................................................  59
Section 15.07 Trust Indenture Act To Control .................................  60
Section 15.08 Table Of Contents, Headings, Etc. ..............................  60
Section 15.09 Execution In Counterparts ......................................  60
Section 15.10 Manner Of Mailing Notice To Noteholders ........................  60
Section 15.11 Approval By Trustee Of Expert Or Counsel .......................  60

EXHIBIT A- Form of Global Note Prior to Release Date EXHIBIT B- Form of Note Prior to Release Date EXHIBIT C- Form of Global Note Following Release Date EXHIBIT D- Form of Note Following Release Date

THIS INDENTURE, dated as of December 1, 1998, between CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation duly organized and existing under the laws of the State of Illinois (the "COMPANY"), and The Bank of New York, a New York banking corporation, as trustee (the "TRUSTEE").

WITNESSETH

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its Notes, to be issued as in this Indenture provided;

WHEREAS, subject to the provisions of Section 4.11 hereof, the Company has issued two series of Senior Note First Mortgage Bonds (as hereinafter defined) and has delivered such series to the Trustee to hold in trust for the benefit of the respective Holders (as hereinafter defined) from time to time of the Notes, and, subject to the terms and provisions hereof, the Company may deliver additional series of Senior Note First Mortgage Bonds to the Trustee for such purpose or require the Trustee to deliver to the Company, for cancellation, any and all Senior Note First Mortgage Bonds held by the Trustee;

AND WHEREAS, all acts and things necessary to make this Indenture a valid agreement according to its terms have been done and performed, and the execution of this Indenture and the issue hereunder of the Notes have in all respects been duly authorized;

NOW THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the Notes are, and are to be authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Notes by the Holders thereof and of the sum of one dollar duly paid to it by the Trustee at the execution of this Indenture, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows:

ARTICLE I

DEFINITIONS

Section 1.01 GENERAL. The terms defined in this Article I (whether or not capitalized and except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto or Company Order (as hereinafter defined) shall have the respective meanings specified in this Article I.

Section 1.02 TRUST INDENTURE ACT.

(a) Whenever this Indenture refers to a provision of the Trust Indenture Act of 1939 (the "TIA"), such provision is incorporated by reference in and made a part of this Indenture.

(b) Unless otherwise indicated, all terms used in this Indenture that are defined by the TIA, defined by the TIA by reference to another statute or defined by a rule of the Commission under the TIA shall have the meanings assigned to them in the TIA or such statute or rule as in force on the date of execution of this Indenture.

Section 1.03 DEFINITIONS. For purposes of this Indenture, the following terms shall have the following meanings.

"AUTHENTICATING AGENT" shall mean any agent of the Trustee which shall be appointed and acting pursuant to Section 9.15 hereof.

"AUTHORIZED AGENT" shall mean any agent of the Company designated as such by an Officers' Certificate delivered to the Trustee.

"BOARD OF DIRECTORS" shall mean the Board of Directors of the Company or the Executive Committee of such Board or any other duly authorized committee of such Board.

"BOARD RESOLUTION" shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions or trust companies in the Borough of Manhattan, the City and State of New York, or in the city where the corporate trust office of the Trustee is located, are obligated or authorized by law or executive order to close.

"CAPITAL LEASE" shall mean any lease which has been or would be capitalized on the books of the lessee in accordance with GAAP.

"CAPITALIZATION" shall mean the total of all the following items appearing on, or included in, the consolidated balance sheet of the Company: (i) liabilities for Debt maturing more than twelve (12) months from the date of determination; and (ii) common stock, preferred stock, Hybrid Preferred Securities, premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of capital stock of the Company held in its treasury. Subject to the foregoing, Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged and that are approved by independent accountants regularly retained by the Company, and may be determined as of a date not more than sixty (60) days prior to the happening of an event for which such determination is being made.

"COMMISSION" shall mean the United States Securities and Exchange Commission, or if at any time hereafter the Commission is not existing or performing the duties now assigned to it under the TIA, then the body performing such duties.

"COMPANY" shall mean the corporation named as the "Company" in the first paragraph of this Indenture, and its successors and assigns permitted hereunder.

"COMPANY ORDER" shall mean a written order signed in the name of the Company by one of the Chairman, the President, any Vice President (whether or not designated by a number or numbers or a word or words added before or after the title "Vice President"), the Treasurer or an Assistant Treasurer of the Company, and delivered to the Trustee. At the Company's option, a Company Order may take the form of a supplemental indenture to this Indenture.

"CONSOLIDATED SUBSIDIARY" shall mean any Subsidiary whose accounts are or are required to be consolidated with the accounts of the Company in accordance with GAAP.

"CORPORATE TRUST OFFICE OF THE TRUSTEE", or other similar term, shall mean the corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be principally administered, which office is at the date of the execution of this Indenture located at 101 Barclay Street, Floor 21W, New York, New York 10286.

"DEBT" shall mean any outstanding debt for money borrowed of the Company evidenced by notes, debentures, bonds, or other securities, or guarantees of any thereof.

"DEPOSITARY" shall mean, unless otherwise specified in a Company Order pursuant to Section 2.05 hereof, The Depository Trust Company, New York, New York ("DTC"), or any successor thereto registered and qualified as a clearing agency under the Securities Exchange Act of 1934, or other applicable statute or regulation.

"EVENT OF DEFAULT" shall mean any event specified in Section 8.01 hereof, continued for the period of time, if any, and after the giving of the notice, if any, therein designated.

"EXPERT" shall mean any officer of the Company familiar with the terms of the First Mortgage and this Indenture, any law firm, any investment banking firm, or any other Person, satisfactory in the reasonable judgment of the Trustee.

"FIRST MORTGAGE" shall mean the Indenture of Mortgage or Deed of Trust, dated October 1, 1941 from the Company to U.S. Bank Trust National Association, as successor trustee, and F. Sgaraglino, as successor co-trustee, as supplemented and amended from time to time.

"FIRST MORTGAGE BONDS" shall mean all first mortgage bonds issued by the Company and outstanding under the First Mortgage, other than Senior Note First Mortgage Bonds.

"GAAP" shall mean generally accepted accounting principles in the United States of America as in effect on the date hereof, applied on a basis consistent with those used in the preparation of any financial statements referred to herein, unless otherwise stated herein.

"GLOBAL NOTE" shall mean a Senior Note that, pursuant to Section 2.05 hereof, is issued to evidence Senior Notes, that is delivered to the Depositary or pursuant to the instructions of the Depositary and that shall be registered in the name of the Depositary or its nominee.

"HYBRID PREFERRED SECURITIES" shall mean any preferred securities issued by a Hybrid Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

(i) such Hybrid Preferred Securities Subsidiary lends substantially all of the proceeds from the issuance of such preferred securities to the Company in exchange for Junior Subordinated Indebtedness issued by the Company;

(ii) such preferred securities contain terms providing for the deferral of interest payments corresponding to provisions providing for the deferral of interest payments on the Junior Subordinated Indebtedness; and

(iii) the Company makes periodic interest payments on the Junior Subordinated Indebtedness, which interest payments are in turn used by the Hybrid Preferred Securities Subsidiary to make corresponding payments to the holders of the preferred securities.

"HYBRID PREFERRED SECURITIES SUBSIDIARY" shall mean any business trust (or similar entity) (i) all of the common equity interest of which is owned (either directly or indirectly through one or more wholly-owned Subsidiaries of the Company or any Consolidated Subsidiary of the Company) at all times by the Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially all of the assets of which consist at all times solely of Junior Subordinated Indebtedness issued by the Company and payments made from time to time on such Junior Subordinated Indebtedness.

"INDENTURE" shall mean this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

"INTEREST PAYMENT DATE" shall mean (a) each date designated as such for the payment of interest on a Note specified in a Company Order pursuant to Section 2.05 hereof, (provided that the first Interest Payment Date for any Note, the Original Issue Date of which is after a Regular Record Date but prior to the respective Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date), (b) a date of Maturity of such Note and (c) only with respect to defaulted interest on such Note, the date established by the Trustee for the payment of such defaulted interest pursuant to Section 2.11 hereof.

"JUNIOR SUBORDINATED INDEBTEDNESS" shall mean any unsecured Debt of the Company (i) issued in exchange for the proceeds of Hybrid Preferred Securities and (ii) subordinated to the rights of the Holders hereunder.

"LIEN" shall mean any mortgage, security interest, pledge or lien.

"MATURITY," when used with respect to any Note, shall mean the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof or by declaration of acceleration, redemption or otherwise.

"MORTGAGE TRUSTEE" shall mean the Person serving as corporate trustee at the time under the First Mortgage.

"NOTE" or "NOTES" shall mean any Senior Note or Notes, as the case may be, authenticated and delivered under this Indenture, including any Global Note.

"NOTEHOLDER", "HOLDER OF NOTES" or "HOLDER" shall mean any Person in whose name at the time a particular Note is registered on the books of the Trustee kept for that purpose in accordance with the terms hereof.

"OFFICERS' CERTIFICATE" when used with respect to the Company, shall mean a certificate signed by one of the Chairman, the President, any Vice President (whether or not designated by a number or numbers or a word or words added before or after the title "Vice President"), and by the Chief Financial Officer, Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary of the Company; provided, that no individual shall be entitled to sign in more than one capacity.

"OPERATING PROPERTY" shall mean (i) any interest in real property owned by the Company and (ii) any asset owned by the Company that is depreciable in accordance with GAAP, excluding, in either case, any interest of the Company as lessee under a Capital Lease (except for a lease that results from a Sale and Lease-Back Transaction).

"OPINION OF COUNSEL" shall mean an opinion in writing signed by legal counsel, who may be an employee of the Company, meeting the applicable requirements of Section 15.05 hereof. If the Indenture requires the delivery of an Opinion of Counsel to the Trustee, the text and substance of which has been previously delivered to the Trustee, the Company may satisfy such requirement by the delivery by the legal counsel that delivered such previous Opinion of Counsel of a letter to the Trustee to the effect that the Trustee may rely on such previous Opinion of Counsel as if such Opinion of Counsel was dated and delivered the date delivery of such Opinion of Counsel is required. Any Opinion of Counsel may contain reasonable conditions and qualifications satisfactory to the Trustee.

"OPINION OF INDEPENDENT COUNSEL" shall mean an opinion in writing signed by legal counsel, who shall not be an employee of the Company, meeting the applicable requirements of Section 15.05. Any Opinion of Independent Counsel may contain reasonable conditions and qualifications satisfactory to the Trustee.

"ORIGINAL ISSUE DATE" shall mean for a Note, or portions thereof, the date upon which it, or such portion, was issued by the Company pursuant to this Indenture and authenticated by the Trustee (other than in connection with a transfer, exchange or substitution).

"OUTSTANDING", when used with reference to Notes, shall, subject to Section 10.04 hereof, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except

(a) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Notes, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company), PROVIDED that if such Notes are to be redeemed prior to the Stated

Maturity thereof, notice of such redemption shall have been given as provided in Article III, or provisions satisfactory to the Trustee shall have been made for giving such notice;

(c) Notes, or portions thereof, that have been paid and discharged or are deemed to have been paid and discharged pursuant to the provisions of this Indenture; and

(d) Notes in lieu of or in substitution for which other Notes shall have been authenticated and delivered, or which have been paid, pursuant to Section 2.07 hereof.

"PERSON" shall mean any individual, corporation, company partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agent or political subdivision thereof.

"PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY" shall mean 607 East Adams Street, Springfield, Illinois 62739, or such other place where the main corporate offices of the Company are located as designated in writing to the Trustee by an Authorized Agent.

"REGULAR RECORD DATE" shall mean, unless otherwise specified in a Company Order pursuant to Section 2.05 hereof, for an Interest Payment Date for a particular Note (except for an Interest Payment Date with respect to defaulted interest on such Note) (a) the fifteenth day next preceding each Interest Payment Date (unless the Interest Payment Date is the date of Maturity of such Note, in which event, the Regular Record Date shall be as described in clause
(b) hereof) and (b) the date of Maturity of such Note.

"RELATED SERIES OF NOTES" shall mean, when used in reference to the First Mortgage Bonds, Senior Notes Series AA-1, the Company's Senior Notes, 5.375% Due 2008, when used in reference to the First Mortgage Bonds, Senior Notes Series AA-2, the Company's Senior Notes, 6.125% Due 2028, and, when used in reference to another series of Senior Note First Mortgage Bonds, shall mean the series of Notes in respect of which such series of Senior Note First Mortgage Bonds were delivered to the Trustee pursuant to Section 4.09 hereof upon the initial authentication and issuance of such series of Notes pursuant to Section 2.05 hereof.

"RELATED SERIES OF SENIOR NOTE FIRST MORTGAGE BONDS" shall mean, when used in reference to the Company's Senior Notes, 5.375% Due 2008, the First Mortgage Bonds, Senior Notes Series AA-1, when used in reference to the Company's Senior Notes, 6.125% Due 2028, the First Mortgage Bonds, Senior Notes Series AA-2, and, when used in reference to any other series of Notes, shall mean the series of Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof in connection with the initial authentication and issuance of such series of Notes pursuant to Section 2.05 hereof.

"RELEASE DATE" shall mean the date as of which all First Mortgage Bonds have been retired through payment, redemption, or otherwise at, before or after the maturity thereof.

"RESPONSIBLE OFFICER" or "RESPONSIBLE OFFICERS" when used with respect to the Trustee shall mean one or more of the following: any assistant vice president, any assistant treasurer, any trust officer, any assistant trust officer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at

the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject.

"SALE AND LEASE-BACK TRANSACTION" shall mean any arrangement with any Person providing for the leasing to the Company of any Operating Property (except for leases for a term, including any renewal thereof, of not more than forty-eight (48) months), which Operating Property has been or is to be sold or transferred by the Company to such Person; PROVIDED, HOWEVER, Sale and Lease-back Transaction shall not include any arrangement first entered into prior to the date of this Indenture.

"SENIOR NOTE FIRST MORTGAGE BONDS" shall mean the First Mortgage Bonds, Senior Notes Series AA-1 and the First Mortgage Bonds, Senior Notes Series AA-2 issued by the Company pursuant to the Supplemental Indenture to the First Mortgage dated December 1, 1998 and any other first mortgage bonds issued by the Company under the First Mortgage pursuant to supplemental indentures to the First Mortgage and delivered to the Trustee pursuant to Section 4.09 hereof.

"SPECIAL RECORD DATE" shall mean, with respect to any Note, the date established by the Trustee in connection with the payment of defaulted interest on such Note pursuant to Section 2.11 hereof.

"STATED MATURITY" shall mean with respect to any Note, the last date on which principal on such Note becomes due and payable as therein or herein provided, other than by declaration of acceleration or by redemption.

"SUBSIDIARY" shall mean, as to any Person, any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other Persons performing similar functions are at the time owned directly or indirectly by such Person.

"TRUSTEE" shall mean The Bank of New York and, subject to Article IX, shall also include any successor Trustee.

"U.S. GOVERNMENT OBLIGATIONS" shall mean (i) direct non-callable obligations of, or non-callable obligations guaranteed as to timely payment of principal and interest by, the United States of America or obligations of a person controlled or supervised by and acting as an agency or instrumentality thereof for the payment of which obligations or guarantee the full faith and credit of the United States is pledged or (ii) certificates or receipts representing direct ownership interests in obligations or specified portions (such as principal or interest) of obligations described in clause (i) above, which obligations are held by a custodian in safekeeping in a manner satisfactory to the Trustee.

"VALUE" shall mean, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to the Company from the sale or transfer of the property leased pursuant to such Sale and Lease-Back Transaction and (ii) the net book value of such property, as determined in accordance with generally accepted accounting principles by the Company at the time of entering into such Sale and Lease-Back Transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the

number of full years of the term of the lease that is part of such Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of such term, without regard, in any case, to any renewal or extension options contained in such lease.

ARTICLE II

FORM, ISSUE, EXECUTION, REGISTRATION AND
EXCHANGE OF NOTES

Section 2.01 FORM GENERALLY.

(a) If the Notes are in the form of a Global Note they shall be in substantially the form set forth in Exhibit A (or, following the Release Date, Exhibit C) to this Indenture, and, if the Notes are not in the form of a Global Note, they shall be in substantially the form set forth in Exhibit B (or, following the Release Date, Exhibit D) to this Indenture, or, in any case, in such other form as shall be established by a Board Resolution, or a Company Order pursuant to a Board Resolution, or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable rules of any securities exchange or of the Depositary or with applicable law or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes.

(b) The definitive Notes shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Section 2.02 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication on all Notes shall be in substantially the following form:

Trustee's Certificate of Authentication

This Note is one of the Notes of the series herein designated, described or provided for in the within-mentioned Indenture.

The Bank of New York, As Trustee

By:
Authorized Signatory

Section 2.03 AMOUNT UNLIMITED. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited, subject to compliance with the provisions of this Indenture.

Section 2.04 DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES.

(a) The Notes shall be issuable in registered form without coupons in denominations of $1,000 and integral multiples thereof or such other amount or amounts as may be authorized by the Board of Directors or a Company Order pursuant to a Board Resolution or in one or more indentures supplemental hereto; PROVIDED, that the principal amount of a Global Note shall not exceed $200,000,000 unless otherwise permitted by the Depositary.

(b) Each Note shall be dated and issued as of the date of its authentication by the Trustee, and shall bear an Original Issue Date; each Note issued upon transfer, exchange or substitution of a Note shall bear the Original Issue Date or Dates of such transferred, exchanged or substituted Note, subject to the provisions of Section 2.13(d) hereof.

(c) Each Note shall accrue interest from the later of (1) its Original Issue Date or the date specified in such Note and (2) the most recent date to which interest has been paid or duly provided for with respect to such Note until the principal of such Note is paid or made available for payment, and interest on each Note shall be payable on each Interest Payment Date after the Original Issue Date.

(d) Each Note shall mature on a Stated Maturity specified in the Note. The principal amount of each outstanding Note shall be payable on the Stated Maturity date specified therein.

(e) Unless otherwise specified in a Company Order pursuant to Section 2.05 hereof, interest on each of the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months (and for any partial periods shall be calculated on the basis of the number of days elapsed in a 360-day year of twelve 30-day months) and shall be computed at a fixed rate until the Stated Maturity of such Notes. The method of computing interest on any Notes not bearing a fixed rate of interest shall be set forth in a Company Order pursuant to Section 2.05 hereof. Unless otherwise specified in a Company Order pursuant to Section 2.05 hereof, principal, interest and premium on the Notes shall be payable in the currency of the United States.

(f) Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Regular Record Date or Special Record Date with respect to an Interest Payment Date for such Note shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Regular Record Date or Special Record Date and prior to such Interest Payment Date. Any interest payable at Maturity shall be paid to the Person to whom the principal of such Note is payable.

(g) So long as the Trustee is the registrar and paying agent, the Trustee shall, as soon as practicable but no later than the Regular Record Date preceding each applicable Interest Payment Date, provide to the Company a list of the principal, interest and premium to be paid on Notes on such Interest Payment Date. The Trustee shall assume responsibility for withholding taxes on interest paid as required by law except with respect to any Global Note.

Section 2.05 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

(a) The Notes shall be executed on behalf of the Company by one of its Chairman, President, any Vice President (whether or not designated by a number or numbers or a word or words added before or after the title "Vice President"), its Treasurer or an Assistant Treasurer of the Company and attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Note that has been duly authenticated and delivered by the Trustee.

(b) Notes bearing the manual or facsimile signatures of individuals who were at the time of execution the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with or preceded by one or more Company Orders for the authentication and delivery of such Notes, and the Trustee in accordance with any such Company Order shall authenticate and make available for delivery such Notes. The Notes shall be issued in series. Such Company Order shall specify the following with respect to each series of Notes: (i) any limitations on the aggregate principal amount of the Notes to be issued as part of such series, (ii) the Original Issue Date for such series, (iii) the Stated Maturity of Notes of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series and the date from which such interest will accrue, (v) the terms, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates of such series, if any, and the price or prices applicable to such redemption, (vi) whether or not the Notes of such series shall be issued in whole or in part in the form of a Global Note and, if so, the Depositary for such Global Note unless DTC, (vii) the designation of such series, (viii) if the form of the Notes of such series is not as described in Exhibit A, Exhibit B, Exhibit C or Exhibit D hereto, the form of the Notes of such series, (ix) the maximum annual interest rate, if any, of the Notes permitted for such series, (x) the period or periods within which, the price or prices at which and the terms and conditions upon which such series may be repaid, in whole or in part, at the option of the Holder thereof, (xi) if prior to the Release Date, the designation of the Related Series of Senior Note First Mortgage Bonds being delivered to the Trustee in connection with the issuance of such series of Notes, (xii) the establishment of any office or agency pursuant to Section 6.02 hereof, and (xiii) any other terms of such series not inconsistent with this Indenture. Prior to authenticating Notes of any series, and in accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive from the Company the following at or before the issuance of the initial Note of such series of Notes, and (subject to Section 9.01 hereof) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked prior to such issuance:

(1) A Board Resolution authorizing such Company Order or Orders and, if the form of Notes is established by a Board Resolution or a Company Order pursuant to a Board Resolution, a copy of such Board Resolution;

(2) At the option of the Company, either an Opinion of Counsel or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, stating substantially the following subject to customary qualifications and exceptions:

(A) if the form of Notes has been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.01 hereof, that such form has been established in conformity with this Indenture;

(B) that the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws of general application relating to or affecting the enforcement of creditors' rights, the application of general principles of equity (regardless of whether such application is made in a proceeding at law or in equity) and by an implied covenant of good faith and fair dealing and except as enforcement of provisions of the Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in the Indenture;

(C) if prior to the Release Date, that the Related Series of Senior Note First Mortgage Bonds being delivered to the Trustee in connection with the issuance of such series of Notes have been duly authorized, executed and delivered, and that such Senior Note First Mortgage Bonds are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws of general application relating to or affecting the enforcement of creditors' rights and the application of general principles of equity (regardless of whether such application is made in a proceeding at law or in equity) and by an implied covenant of good faith and fair dealing and except as enforcement of provisions thereof may be limited by state laws affecting the remedies for the enforcement of the security provided for in the First Mortgage; and that such Senior Note First Mortgage Bonds are entitled to the benefit of the First Mortgage, equally and ratably, with all First Mortgage Bonds and other Senior Note First Mortgage Bonds (if any) outstanding thereunder, except as to sinking fund provisions;

(D) that the Indenture and, if prior to the Release Date, the First Mortgage are qualified to the extent necessary under the TIA;

(E) that such Notes have been duly authorized and executed by the Company, and when authenticated by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,

moratorium or similar laws of general application relating to or affecting the enforcement of creditors' rights, the application of general principles of equity (regardless of whether such application is made in a proceeding at law or in equity) and by an implied covenant of good faith and fair dealing and except as enforcement of provisions of this Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in this Indenture;

(F) that the issuance of the Notes and, if prior to the Release Date, the delivery by the Company of the Related Series of Senior Note First Mortgage Bonds in connection therewith will not result in any default under this Indenture or (if applicable) the First Mortgage;

(G) that all consents or approvals of the Illinois Commerce Commission (or any successor agency) and of any other federal or state regulatory agency required in connection with the Company's execution and delivery of this Indenture, such series of Notes and any Senior Note First Mortgage Bonds have been obtained and are in full force and effect (except that no statement need be made with respect to state securities laws);

(H) if prior to the Release Date, that the First Mortgage and all financing statements have been duly filed and recorded in all places where such filing or recording is necessary for the perfection or preservation of the lien of the First Mortgage, and the First Mortgage constitutes a valid and perfected first lien upon the property purported to be covered thereby, subject only to "permitted encumbrances and liens" (as defined in the First Mortgage) and to liens upon the property, if any, specifically identified in the supplemental indenture related to a Related Series of Senior Note First Mortgage Bonds prior to its recordation; and

(I) that all conditions that must be met by the Company to issue Notes under this Indenture have been met.

(3) If prior to the Release Date, the certificate of an Expert meeting the requirements of Section 4.06(a) hereof and a series of Senior Note First Mortgage Bonds meeting the requirements of Section 4.10 hereof.

(4) An Officers' Certificate stating that (i) the Company is not, and upon the authentication by the Trustee of such series of Notes, will not be in default under any of the terms or covenants contained in this Indenture, (ii) all conditions that must be met by the Company to issue Notes under this Indenture have been met, and (iii) if prior to the Release Date, the Related Series of Senior Note First Mortgage Bonds being delivered to the Trustee meets the requirements of Section 4.10 hereof.

(d) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the

only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

(e) If all Notes of a series are not to be authenticated and issued at one time, the Company shall not be required to deliver the Company Order, Board Resolution, certificate of an Expert, Senior Note First Mortgage Bonds, Officers' Certificate and Opinion of Counsel (including any of the foregoing that would be otherwise required pursuant to Section 15.05 hereof) described in
Section 2.05(c) hereof at or prior to the authentication of each Note of such series, if such items are delivered at or prior to the time of authentication of the first Note of such series to be authenticated and issued. If all of the Notes of a series are not authenticated and issued at one time, for each issuance of Notes after the initial issuance of Notes of such series, the Company shall be required only to deliver to the Trustee the Note and a written request (executed by one of the Chairman, the President, any Vice President, the Treasurer, or an Assistant Treasurer) to the Trustee to authenticate such Note and to deliver such Note in accordance with the instructions specified by such request. Any such request shall constitute a representation and warranty by the Company that the statements made in the Officers' Certificate delivered to the Trustee prior to the authentication and issuance of the first Note of such series are true and correct on the date thereof as if made on and as of the date thereof.

Section 2.06 EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES.

(a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive.

(b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date.

(c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing.

(d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

(e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed.

(f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Section 2.07 MUTILATED, DESTROYED, LOST OR STOLEN NOTES.

(a) If any temporary or definitive Note shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, a new Note of like form and principal amount and having the same terms and Original Issue Date and bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall furnish to the Company, the Trustee and any paying agent or Authenticating Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft of a Note, the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

(b) The Trustee shall authenticate any such substituted Note and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Note, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. If any Note which has matured, is about to mature, has been redeemed or called for redemption shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note) if the applicant for such payment shall furnish to the Company, the Trustee and any paying agent or Authenticating Agent such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Note and of the ownership thereof.

(c) Every substituted Note issued pursuant to this Section 2.07 by virtue of the fact that any Note is mutilated, destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not such destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. All Notes shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive

with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes and shall preclude to the full extent permitted by applicable law any and all other rights or remedies with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 2.08 TEMPORARY NOTES. Pending the preparation of definitive Notes, the Company may execute and the Trustee shall authenticate and deliver temporary Notes (printed, lithographed or otherwise reproduced). Temporary Notes shall be issuable in any authorized denomination and substantially in the form of the definitive Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Notes. Without unreasonable delay the Company shall execute and shall deliver to the Trustee definitive Notes and thereupon any or all temporary Notes shall be surrendered in exchange therefor at the corporate trust office of the Trustee, and the Trustee shall authenticate, deliver and register in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor to the Noteholders. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes authenticated and delivered hereunder.

Section 2.09 CANCELLATION OF NOTES PAID, ETC. All Notes surrendered for the purpose of payment, redemption, exchange or registration of transfer shall be surrendered to the Trustee for cancellation and promptly cancelled by it and no Notes shall be issued in lieu thereof except as expressly permitted by this Indenture. The Company shall surrender to the Trustee any Notes so acquired by it and such Notes shall be cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes so cancelled.

Section 2.10 INTEREST RIGHTS PRESERVED. Each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note, and each such Note shall be so dated that neither gain nor loss of interest shall result from such transfer, exchange or substitution.

Section 2.11 SPECIAL RECORD DATE. If and to the extent that the Company fails to make timely payment or provision for timely payment of interest on any series of Notes (other than on an Interest Payment Date that is a Maturity date), that interest shall cease to be payable to the Persons who were the Noteholders of such series at the applicable Regular Record Date. In that event, when moneys become available for payment of the interest, the Trustee shall (a) establish a date of payment of such interest and a Special Record Date for the payment of that interest, which Special Record Date shall be not more than 15 or fewer than 10 days prior to the date of the proposed payment and (b) mail notice of the date of payment and of the Special Record Date not fewer than 10 days preceding the Special Record Date to each Noteholder of such series at the close of business on the 15th day preceding the mailing at the address of such Noteholder, as it appeared on the register for the Notes. On the day so established by the Trustee the interest shall be payable to the Holders of the applicable Notes at the close of business on the Special Record Date.

Section 2.12 PAYMENT OF NOTES. Payment of the principal of and interest and premium on all Notes shall be payable as follows:

(a) On or before 9:30 a.m., New York City time, or such other time as shall be agreed upon between the Trustee and the Company, of the day on which payment of principal, interest and premium is due on any Global Note pursuant to the terms thereof, the Company shall deliver to the Trustee funds available on such date sufficient to make such payment, by wire transfer of immediately available funds or by instructing the Trustee to withdraw sufficient funds from an account maintained by the Company with the Trustee or such other method as is acceptable to the Trustee. On or before 12:00 noon, New York City time, or such other time as shall be agreed upon between the Trustee and the Depositary, of the day on which any payment of interest is due on any Global Note (other than at Maturity), the Trustee shall pay to the Depositary such interest in same day funds. On or before 1:00 p.m., New York City time or such other time as shall be agreed upon between the Trustee and the Depositary, of the day on which principal, interest payable at Maturity and premium, if any, is due on any Global Note, the Trustee shall deposit with the Depositary the amount equal to the principal, interest payable at Maturity and premium, if any, by wire transfer into the account specified by the Depositary. As a condition to the payment, at Maturity, of any part of the principal of interest on and applicable premium of any Global Note, the Depositary shall surrender, or cause to be surrendered, such Global Note to the Trustee, whereupon a new Global Note shall be issued to the Depositary pursuant to Section 2.06(f) hereof.

(b) With respect to any Note that is not a Global Note, principal, applicable premium and interest due at the Maturity of the Note shall be payable in immediately available funds when due upon presentation and surrender of such Note at the corporate trust office of the Trustee or at the authorized office of any paying agent in the Borough of Manhattan, The City and State of New York. Interest on any Note that is not a Global Note (other than interest payable at Maturity) shall be paid by check payable in clearinghouse funds mailed to the Holder thereof at such Holder's address as it appears on the register; PROVIDED that if the Trustee receives a written request from any Holder of Notes, the aggregate principal amount of which having the same Interest Payment Date equals or exceeds $10,000,000, on or before the applicable Regular Record Date for such Interest Payment Date, interest on such Note shall be paid by wire transfer of immediately available funds to a bank within the continental United States designated by such Holder in its request or by direct deposit into the account of such Holder designated by such Holder in its request if such account is maintained with the Trustee or any paying agent.

(c) The Trustee shall receive the Senior Note First Mortgage Bonds from the Company as provided in this Indenture and shall hold the Senior Note First Mortgage Bonds, and any and all sums payable thereon or with respect thereto or realized therefrom, in trust for the benefit of the holders of the Notes, as herein provided. Subject to Article XIII hereof, all payments made by or on behalf of the Company to the Trustee on a series of Senior Note First Mortgage Bonds shall be deemed to be a payment by the Company pursuant to this
Section 2.12 and shall be applied by the Trustee to pay, when due, principal of, premium, if any, and/or interest on the Related Series of Notes and, to the extent so applied, shall satisfy the Company's obligations on such Notes. The Company shall cause payment to be made to the Trustee of principal of, premium, if any, and (if applicable) interest on a series of Senior Note First

Mortgage Bonds in a manner and at a time that will enable the Trustee to make payments when due, of the principal of, premium, if any, and interest on the Related Series of Notes.

Section 2.13 NOTES ISSUABLE IN THE FORM OF A GLOBAL NOTE.

(a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which
(i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect:
"This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary.

(b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereof.

(ii) (A) The Company may at any time and in its sole discretion determine that all outstanding (but not less than all) Notes of a series issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event

the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes.

(B) Within seven days after the occurrence of an Event of Default with respect to any series of Global Notes, the Company shall execute, and the Trustee shall authenticate and deliver, Notes of such series in definitive registered form in any authorized denominations and in aggregate principal amount equal to the principal amount of such Global Notes in exchange for such Global Notes.

(iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered.

(c) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

(d) Pursuant to the provisions of this subsection, at the option of the Trustee (subject to Section 2.04(a) hereof) and upon 30 days' written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Notes, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to
Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange.

Section 2.14 CUSIP NUMBERS.

The Company in issuing Notes may use "CUSIP" numbers (if then generally in use) and, if so used, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to holders of Notes; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the "CUSIP" numbers.

ARTICLE III

REDEMPTION OF NOTES

Section 3.01 APPLICABILITY OF ARTICLE. Such of the Notes as are, by their terms, redeemable prior to their Stated Maturity at the option of the Company, may be redeemed by the Company at such times, in such amounts and at such prices as may be specified therein and in accordance with the provisions of this Article III.

Section 3.02 NOTICE OF REDEMPTION; SELECTION OF NOTES.

(a) The election of the Company to redeem any Notes shall be evidenced by a Board Resolution which shall be given with notice of redemption to the Trustee at least 45 days (or such shorter period acceptable to the Trustee in its sole discretion) prior to the redemption date specified in such notice.

(b) Notice of redemption to each Holder of Notes to be redeemed as a whole or in part shall be given by the Trustee, in the manner provided in
Section 15.10 hereof, no less than 30 or more than 60 days prior to the date fixed for redemption. Any notice which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Noteholder receives the notice. In any case, failure duly to give such notice, or any defect in such notice, to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.

(c) Each such notice shall identify the Notes to be redeemed (including "CUSIP" numbers) and shall specify the date fixed for redemption, the places of redemption and the redemption price (or the method for calculation thereof) at which such Notes are to be redeemed, and shall state that (subject to subsection (e) of this section) payment of the redemption price of such Notes or portion thereof to be redeemed will be made upon surrender of such Notes at such places of redemption, that interest accrued to the date fixed for redemption will be paid as specified in such notice, and that from and after such date interest thereon shall cease to accrue. If less than all of a series of Notes having the same terms are to be redeemed, the notice shall specify the Notes or portions thereof to be redeemed. If any Note is to be redeemed in part only, the notice which relates to such Note shall state the portion of the principal amount thereof to be redeemed, and shall state that, upon surrender of such Note, a new Note or Notes having the

same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued.

(d) Unless otherwise provided by a Company Order under Section 2.05 hereof, if less than all of a series of Notes is to be redeemed, the Trustee shall select in such manner as it shall deem appropriate and fair in its discretion the particular Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company in writing of the Notes so to be redeemed. If less than all of a series of Notes represented by a Global Note is to be redeemed, the particular Notes or portions thereof of such series to be redeemed shall be selected by the Depositary for such series of Notes in such manner as the Depositary shall determine. Notes shall be redeemed only in denominations of $1,000, PROVIDED that any remaining principal amount of a Note redeemed in part shall be a denomination authorized under this Indenture.

(e) If at the time of the mailing of any notice of redemption at the option of the Company, the Company shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by it and available to be used for the redemption of Notes to redeem all the Notes called for redemption, such notice, at the election of the Company, may state that it is conditional and subject to the receipt of the redemption moneys by the Trustee on or before the date fixed for redemption and that such notice shall be of no force and effect unless such moneys are so received on or before such date.

Section 3.03 PAYMENT OF NOTES ON REDEMPTION; DEPOSIT OF REDEMPTION PRICE.

(a) If notice of redemption for any Notes shall have been given as provided in Section 3.02 hereof and such notice shall not contain the language permitted at the Company's option under Section 3.02(e) hereof, such Notes or portions of Notes called for redemption shall become due and payable on the date and at the places stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption of such Notes. Interest on the Notes or portions thereof so called for redemption shall cease to accrue and such Notes or portions thereof shall be deemed not to be entitled to any benefit under this Indenture except to receive payment of the redemption price together with interest accrued thereon to the date fixed for redemption. Upon presentation and surrender of such Notes at the place of payment specified in such notice, such Notes or the specified portions thereof shall be paid and redeemed at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption.

(b) If notice of redemption shall have been given as provided in
Section 3.02 hereof and such notice shall contain the language permitted at the Company's option under Section 3.02(e) hereof, such Notes or portions of Notes called for redemption shall become due and payable on the date and at the places stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption of such Notes, and interest on the Notes or portions thereof so called for redemption shall cease to accrue and such Notes or portions thereof shall be deemed not to be entitled to any benefit under this Indenture except to receive payment of the redemption price together with interest accrued thereon to the date fixed for redemption; PROVIDED that, in each case, the Company shall have deposited with the Trustee or a paying agent on or prior to 11:00 a.m. New York City time on such redemption date an amount sufficient to pay the redemption price together with interest accrued to the date fixed for

redemption. Upon the Company making such deposit and, upon presentation and surrender of such Notes at such a place of payment in such notice specified, such Notes or the specified portions thereof shall be paid and redeemed at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption. If the Company shall not make such deposit on or prior to the redemption date, the notice of redemption shall be of no force and effect and the principal on such Notes or specified portions thereof shall continue to bear interest as if the notice of redemption had not been given.

(c) No notice of redemption of Notes shall be mailed during the continuance of any Event of Default, except (1) that, when notice of redemption of any Notes has been mailed, the Company shall redeem such Notes but only if funds sufficient for that purpose have prior to the occurrence of such Event of Default been deposited with the Trustee or a paying agent for such purpose, and
(2) that notices of redemption of all outstanding Notes may be given during the continuance of an Event of Default.

(d) Upon surrender of any Note redeemed in part only, the Company shall execute, and the Trustee shall authenticate, deliver and register, a new Note or Notes of authorized denominations in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unredeemed portion of the Note so surrendered.

ARTICLE IV

SENIOR NOTE FIRST MORTGAGE BONDS

Section 4.01 DELIVERY OF INITIAL SERIES OF SENIOR NOTE FIRST MORTGAGE BONDS. Subject to the provisions of Section 4.11 and Article V hereof, the Company hereby (a) delivers to the Trustee, (i) in connection with the issuance of a series of Notes hereunder in an aggregate principal amount of $15,000,000, Senior Note First Mortgage Bonds bearing the designation "First Mortgage Bonds, Senior Notes Series AA-1" in the aggregate principal amount of $15,000,000, and
(ii) in connection with the issuance of a series of Notes hereunder in an aggregate principal amount of $60,000,000, Senior Note First Mortgage Bonds bearing the designation "First Mortgage Bonds, Senior Notes Series AA-2" in the aggregate principal amount of $60,000,000, in each case, fully registered in the name of the Trustee, in trust for the benefit of the Holders from time to time of the Notes of such series issued under this Indenture as security for any and all obligations of the Company under the Notes of such series, including, but not limited to, (1) the full and prompt payment of the principal of and premium, if any, on the Notes of such series when and as the same shall become due and payable in accordance with the terms and provisions of this Indenture or the Notes of such series, at the Maturity thereof, and (2) the full and prompt payment of any interest on the Notes of such series when and as the same shall become due and payable in accordance with the terms and provisions of this Indenture or the Notes of such series and (b) delivers to the Trustee the certificate of the Expert required by Section 4.06 hereof (if required).

Section 4.02 RECEIPT. The Trustee acknowledges receipt of the Senior Note First Mortgage Bonds described in Section 4.01 hereof.

Section 4.03 SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE. The Trustee shall, as the holder of Senior Note First Mortgage Bonds, attend such meeting or meetings of bondholders under the First Mortgage or, at its option, deliver its proxy in connection therewith, as relate to matters with respect to which it is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of the holders of the first mortgage bonds outstanding under the First Mortgage is sought without a meeting, the Trustee shall vote all Senior Note First Mortgage Bonds then held by it, or consent with respect thereto, in accordance with instructions provided in a certificate of the Company or the Mortgage Trustee, which instructions (a) shall direct the Trustee to so vote or consent in proportion with the vote or consent (as of 9:00 a.m. New York City time on the day of such vote or consent) of the holders of all other first mortgage bonds outstanding under the First Mortgage, the holders of which are eligible to vote or consent and (b) shall set forth said proportions; PROVIDED, HOWEVER, that the Trustee shall not so vote in favor of, or so consent to, any amendment or modification of the First Mortgage which, if it were an amendment or modification of this Indenture, would REQUIRE THE CONSENT of Holders, without THEIR PRIOR CONSENT, obtained in the manner prescribed in Section 13.02, of Holders of Notes which would be required under said Section 13.02 for such an amendment or modification of this Indenture.

Section 4.04 NO TRANSFER OF SENIOR NOTE FIRST MORTGAGE BONDS; EXCEPTIONS. Except (i) as required to effect an assignment to a successor trustee under this Indenture, (ii) pursuant to Section 4.05 or Section 4.08 hereof, or (iii) in compliance with a final order of a court of competent jurisdiction in connection with any bankruptcy or reorganization proceeding of the Company, the Trustee shall not sell, assign or transfer the Senior Note First Mortgage Bonds and the Company shall issue stop transfer instructions to the Mortgage Trustee and any transfer agent under the First Mortgage to effect compliance with this Section 4.04.

Section 4.05 DELIVERY TO THE COMPANY OF ALL SENIOR NOTE FIRST MORTGAGE BONDS. When the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on all Senior Note First Mortgage Bonds shall be satisfied or deemed satisfied pursuant to Section 4.11 or Section 5.01(b) hereof, the Trustee shall, upon written request of the Company and receipt of the certificate of the Expert described in Section 4.06(b) hereof (if such certificate is then required by Section 4.06(b) hereof), deliver to the Company without charge therefor all of the Senior Note First Mortgage Bonds, together with such appropriate instruments of transfer or release as may be reasonably requested by the Company. All Senior Note First Mortgage Bonds delivered to the Company in accordance with this Section 4.05 shall be delivered by the Company to the Mortgage Trustee for cancellation.

Section 4.06 FAIR VALUE CERTIFICATE.

(a) If required by applicable law, upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or
Section 4.09 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that he or she is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture;
(2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage

Bonds; (3) identifying the Notes being issued contemporaneously therewith, and
(4) stating the fair value to the Company of such Senior Note First Mortgage Bonds.

If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this
Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a) shall (1) be delivered by an Expert who shall be independent of the Company and (2), in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company.

(b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 or 4.08 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be delivered by an Expert who shall be independent of the Company.

If, in connection with a delivery or release of outstanding Senior Note First Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 4.06 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release.

Section 4.07 FURTHER ASSURANCES. The Company, at its own expense, shall do such further lawful acts and things, and execute and deliver such additional conveyances, assignments, assurances, agreements, financing statements and instruments, as may be necessary in order to better assign, assure and confirm to the Trustee its interest in the Senior Note First Mortgage Bonds and for maintaining, protecting and preserving such interest.

Section 4.08 EXCHANGE AND SURRENDER OF SENIOR NOTE FIRST MORTGAGE BONDS. At any time a Note shall cease to be entitled to any lien, benefit or security under this Indenture pursuant to Section 5.01(b) hereof and the Company shall have provided the Trustee with notice thereof, the Trustee shall surrender an equal principal amount of the Related Series of Senior Note First Mortgage Bonds, subject to the limitations of this Section 4.08, to the Company for cancellation. The Trustee shall, together with such Senior Note First Mortgage Bonds, deliver to the Company such appropriate instruments of transfer or release as the Company may reasonably request. Prior to the surrender required by this paragraph, the Trustee shall receive from the Company the following, and (subject to Section 9.01 hereof) shall be fully protected in relying upon, an Officers' Certificate stating (i) the aggregate outstanding principal amount of the Senior Note First Mortgage Bonds of the series surrendered by the Trustee, after giving effect to such surrender, (ii) the aggregate outstanding principal amount of the Related Series of Notes and (iii) that the surrender of the Senior Note First Mortgage Bonds will not result in any default under this Indenture.

The Company shall not be permitted to cause the surrender or exchange of all or any part of a series of Senior Note First Mortgage Bonds contemplated in this Section, if, after such surrender or exchange, the aggregate outstanding principal amount of the Related Series of Notes would exceed the aggregate outstanding principal amount of such series of Senior Note First Mortgage Bonds held by the Trustee. Any Senior Note First Mortgage Bonds received by the Company pursuant to this Section 4.08 shall be delivered to the Mortgage Trustee for cancellation. Notwithstanding anything herein to the contrary, until the Release Date, the Company shall preserve and maintain the Lien of this Indenture, and shall not permit, at any time prior to the Release Date, the aggregate principal amount of Senior Note First Mortgage Bonds held by the Trustee to be less than the aggregate amount of Notes Outstanding.

Section 4.09 ACCEPTANCE OF ADDITIONAL SENIOR NOTE FIRST MORTGAGE BONDS. Upon the issuance of a series of Notes hereunder (other than the initial two series of Notes referred to in Section 4.01 hereof) at any time prior to the Release Date, the Company shall deliver to the Trustee in trust for the benefit of the Holders of the Notes as described in Section 4.11 hereof, and the Trustee shall accept therefor, a Related Series of Senior Note First Mortgage Bonds registered in the name of the Trustee conforming to the requirements of Section 4.10 hereof.

Section 4.10 TERMS OF SENIOR NOTE FIRST MORTGAGE BONDS. Each series of Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.01 or Section 4.09 hereof shall have the same stated maturity date and shall be in the same aggregate principal amount as, and have redemption provisions corresponding to, the Related Series of Notes being issued; it being expressly understood that such Senior Note First Mortgage Bonds may, but need not, bear interest, any such interest to be payable on the same Interest Payment Dates as the Related Series of Notes being issued.

Section 4.11 SENIOR NOTE FIRST MORTGAGE BONDS AS SECURITY FOR NOTES. Until the Release Date and subject to Article V hereof, Senior Note First Mortgage Bonds delivered to the Trustee, for the benefit of the Holders of the Notes, shall constitute part of the trust estate and security for any and all obligations of the Company under the Notes, including, but not limited to (1) the full and prompt payment of the principal of and premium, if any, on such Notes when and as the same shall become due and payable in accordance with the terms and provisions of this

Indenture or the Notes, either at the stated maturity thereof, upon acceleration of the maturity thereof or upon redemption, and (2) the full and prompt payment of any interest on such Notes when and as the same shall become due and payable in accordance with the terms and provisions of this Indenture or the Notes.

Notwithstanding anything in this Indenture to the contrary, from and after the Release Date, the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the Senior Note First Mortgage Bonds shall be deemed satisfied and discharged as provided in the supplemental indenture or indentures to the First Mortgage creating such Senior Note First Mortgage Bonds and the Senior Note First Mortgage Bonds shall cease to secure in any manner Notes theretofore or subsequently issued. From and after the Release Date, any conditions to the issuance of Notes that refer or relate to Senior Note First Mortgage Bonds or the First Mortgage shall be inapplicable. Following the Release Date, the Company shall cause the First Mortgage to be discharged and the Company shall not issue any additional First Mortgage Bonds or Senior Note First Mortgage Bonds under the First Mortgage. The Company shall notify the Trustee promptly of the occurrence of the Release Date. Notice of the occurrence of the Release Date shall be given by the Trustee to the Holders of the Notes in the manner provided in Section 15.10 hereof not later than 30 days after the Release Date.

ARTICLE V

SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

Section 5.01 SATISFACTION AND DISCHARGE.

(a) If at any time:

(1) the Company shall have paid or caused to be paid the principal of and premium, if any, and interest on all the outstanding Notes, as and when the same shall have become due and payable,

(2) the Company shall have delivered to the Trustee for cancellation all outstanding Notes, or

(3) the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds the entire amount in (A) cash, (B) U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, or (C) a combination of cash and U.S. Government Obligations, in any case sufficient, without reinvestment, as certified by an independent public accounting firm of national reputation in a written certification delivered to the Trustee, to pay at maturity or the applicable redemption date (provided that notice of redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of any notice of redemption) all outstanding Notes, including principal and any premium and interest due or to become due to such date of maturity, as the case may be and, unless all outstanding Notes are to be due within 90 days of such deposit by redemption or otherwise, shall also deliver to the Trustee an opinion of counsel expert in federal income tax matters to the effect that

the Company has received from, or there has been published by, the Internal Revenue Service a ruling or similar pronouncement by the Internal Revenue Service or that there has been a change of law (collectively, an "External Tax Pronouncement"), in either case to the effect that the Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or discharge of the Indenture and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case absent such defeasance or discharge of this Indenture,

and if, in any such case, (x) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company and (y) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Notes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof, and any premium and interest thereon, upon the original stated due dates therefor or upon the applicable redemption date (but not upon acceleration of maturity) from the moneys and U.S. Government Obligations held by the Trustee pursuant to Section 5.02 hereof, (iv) the rights and immunities of the Trustee hereunder, (v) the rights of the Holders of Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, (vi) the obligations of the Company under Sections 6.02 and 6.03 hereof, (vii) the obligations and rights of the Trustee and the Company under Section 5.04 hereof, and (viii) the duties of the Trustee with respect to any of the foregoing), and the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and its obligations under, the Notes, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture and the Trustee shall at the request of the Company return to the Company all Senior Note First Mortgage Bonds and all other property and money held by it under this Indenture and determined by it from time to time in accordance with the certification pursuant to this Section 5.01(a)(3) to be in excess of the amount required to be held under this Section.

If the Notes are deemed to be paid and discharged pursuant to Section 5.01(a)(3) hereof, within 15 days after those Notes are so deemed to be paid and discharged, the Trustee shall cause a written notice to be given to each Holder in the manner provided by Section 15.10 hereof. The notice shall:

(i) state that the Notes are deemed to be paid and discharged;

(ii) set forth a description of any U.S. Government Obligations and cash held by the Trustee as described above;

(iii) if any Notes will be called for redemption, specify the date or dates on which those Notes are to be called for redemption.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.06 hereof shall survive.

If the Notes are deemed paid and discharged pursuant to this Section 5.01, the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the Senior Note First Mortgage Bonds shall be satisfied and discharged and the Senior Note First Mortgage Bonds shall cease to secure the Notes in any manner.

(b) If the Company shall have paid or caused to be paid the principal of and premium, if any, and interest on any Note, as and when the same shall have become due and payable or the Company shall have delivered to the Trustee for cancellation any outstanding Note, such Note shall cease to be entitled to any lien, benefit or security under this Indenture. Upon a Note of any series ceasing to be entitled to any lien, benefit or security under this Indenture, the obligation of the Company to make payment with respect to principal of and premium, if any, and interest on a principal amount of the Related Series of Senior Note First Mortgage Bonds equal to the principal amount of such Note shall be satisfied and discharged and such portion of the principal amount of such Senior Note First Mortgage Bonds shall cease to secure the Notes in any manner.

Section 5.02 DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. Subject to
Section 5.04, all moneys and U.S. Government Obligations deposited with the Trustee pursuant to Section 5.01 hereof, shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to the Holders of the particular Notes for the payment or redemption of which such moneys and U.S. Government Obligations have been deposited with the Trustee of all sums due and to become due thereon for principal and premium, if any, and interest.

Section 5.03 PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and discharge of this Indenture all moneys then held by any paying agent for the Notes (other than the Trustee) shall, upon written demand by the Company, be repaid to the Company or paid to the Trustee, and thereupon such paying agent shall be released from all further obligations with respect to such moneys.

Section 5.04 RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid to the Trustee for payment of the principal of or any premium or interest on any Notes and not applied but remaining unclaimed by the Holders of such Notes for two years after the date upon which the principal of or any premium or interest on such Notes, as the case may be, shall have become due and payable, shall be repaid to the Company, subject to applicable abandoned property laws, by the Trustee on written demand by the Company; and any Holder of any of such Notes shall thereafter look only to the Company for any payment which such Holder may be entitled to collect.

ARTICLE VI

PARTICULAR COVENANTS OF THE COMPANY

Section 6.01 PAYMENT OF PRINCIPAL AND INTEREST. The Company covenants and agrees for the benefit of the Holders of the Notes that it will duly and punctually pay or cause to be paid the principal of and any premium and interest, if any, on, each of the Notes at the places, at the respective times and in the manner provided in such Notes or in this Indenture.

Section 6.02 OFFICES FOR PAYMENTS, ETC. So long as any Notes are outstanding hereunder, the Company will maintain in the Borough of Manhattan, The City of New York, State of New York or St. Louis, Missouri an office or agency where the Notes may be presented for payment, for exchange as in this Indenture provided and for registration of transfer as in this Indenture provided.

The Company will maintain in the Borough of Manhattan, The City of New York, State of New York or St. Louis, Missouri an office or agency where notices and demands to or upon the Company in respect of the Notes or this Indenture may be served.

The Company will give to the Trustee prompt written notice of the location of each such office or agency and of any change of location thereof. In case the Company shall fail to maintain any office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, State of New York or St. Louis, Missouri or shall fail to give such notice of the location or of any change in the location of any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee, and, in such event, the Trustee shall act as the Company's agent to receive all such presentations, surrenders, notices and demands.

The Company may from time to time designate one or more additional offices or agencies where the Notes may be presented for payment, for exchange as in this Indenture provided and for registration of transfer as in this Indenture provided, and the Company may from time to time rescind any such designation; PROVIDED, HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain any office or agency provided for in this Section. The Company will give to the Trustee prompt written notice of any such designation or rescission thereof and of any change in the location of any such other office or agency.

Section 6.03 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 9.11, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 6.04 PROVISION AS TO PAYING AGENT. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (including without limitation itself). Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Notes, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:

(1) that such paying agent will hold all sums received by it as such agent for the payment of the principal of or interest, if any, on the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes, or of the Trustee until such sums shall be paid to such Holders or otherwise disposed of as herein provided;

(2) that such paying agent will give the Trustee notice of any failure by the Company (or by any other obligor on Notes) to make any payment of the principal of, premium if any, or interest on the Notes when the same shall be due and payable; and

(3) that such paying agent will at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent.

The Company will, on or prior to each due date of the principal of and any premium, if any, or interest on the Notes, deposit with the paying agent a sum sufficient to pay such principal and any premium or interest so becoming due, such sum to be held in trust for the benefit of the Holders of the Notes entitled to such principal of and any premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action.

If the Company shall act as its own paying agent with respect to the Notes, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes, a sum sufficient to pay such principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action.

The Company may at any time pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained, and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money.

Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this section is subject to the provisions of Sections 5.03 and 5.04.

Section 6.05 OPINIONS OF COUNSEL. The Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Trustee:

(a) promptly after the execution and delivery of this Indenture and of any indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel either stating that, in the opinion of such counsel, this Indenture or such supplemental indenture and any financing or continuation statements have been properly recorded and filed so as to make effective and to perfect the interest of the Trustee intended to be created by this Indenture for the benefit of the Holders from time to time of the Notes in the Senior Note First Mortgage Bonds, and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to perfect or make such interest effective and stating what, if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding December 1 to maintain, perfect and make such interest effective; and

(b) on or before December 1 of each year, commencing December 1, 1999, and prior to the Release Date, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken, since the date of the most recent Opinion of Counsel furnished pursuant to this Section 6.05(b) or the first Opinion of Counsel furnished pursuant to Section 6.05(a) hereof, with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and any financing or continuation statements, as is necessary to maintain and perfect the interest of the Trustee intended to be created by this Indenture for the benefit of the Holders from time to time of the Notes in the Senior Note First Mortgage Bonds, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain and perfect such interest and stating what, if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding December 1 to maintain, perfect and make such security interest effective.

Section 6.06 CERTIFICATES AND NOTICE TO TRUSTEE. The Company shall, on or before December 1 of each year, commencing December 1, 1999, deliver to the Trustee a certificate from its principal executive officer, principal financial officer or principal accounting officer covering the preceding calendar year and stating whether or not, to the knowledge of such Person, the Company has complied with all conditions and covenants under this Indenture, and, if not, describing in reasonable detail any failure by the Company to comply with any such conditions or covenants. For purposes of this Section, compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. Upon the occurrence of a default (as defined in the First Mortgage) prior to the Release Date, the Company shall promptly notify the Trustee of such event.

Section 6.07 RESTRICTIONS ON LIENS.

(a) So long as any Notes are outstanding, the Company will not issue, assume, guarantee or permit to exist after the Release Date any Debt secured by any Lien on any Operating Property of the Company, whether owned at the date of this Indenture or thereafter acquired, without in any such case effectively securing the outstanding Notes (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with the Notes) equally and ratably with such Debt (but only so long as such Debt is so secured); PROVIDED, HOWEVER, that the foregoing restriction shall not apply to Debt secured by any of the following:

(i) Liens on any Operating Property existing at the time of acquisition thereof (which Liens may also extend to subsequent repairs, alterations and improvements to such Operating Property);

(ii) Liens on operating property of a corporation existing at the time such corporation is merged into or consolidated with the Company, or at the time of a sale, lease, or other disposition of the properties of such corporation or a division thereof as an entirety or substantially as an entirety to the Company;

(iii) Liens on Operating Property to secure all or part of the cost of acquiring, constructing, developing, or substantially repairing, altering, or improving such property, or to secure any Debt incurred to provide funds for any such purpose or for reimbursement of funds

previously expended for any such purpose, provided such Liens are created or assumed contemporaneously with, or within eighteen (18) months after, such acquisition or the completion of construction, development, or substantial repair, alteration or improvement;

(iv) Liens in favor of any State, or any department, agency, or instrumentality or political subdivision of any State, or for the benefit of holders of securities issued by any such entity (or providers of credit enhancement with respect to such securities), to secure any Debt (including, without limitation, obligations of the Company with respect to industrial development, pollution control or similar revenue bonds) incurred for the purpose of financing all or any part of the purchase price or the cost of constructing, developing, or substantially repairing, altering, or improving Operating Property of the Company;

(v) any extension, renewal or replacement (or successive extensions, renewals, or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (iv), inclusive; PROVIDED, HOWEVER, that the principal amount of Debt secured thereby and not otherwise authorized by said clauses (i) to (iv), inclusive, shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, or replacement, so secured at the time of such extension, renewal, or replacement.

(b) Notwithstanding the provisions of Section 6.07(a), the Company may issue, assume, or guarantee Debt, or permit to exist after the Release Date any Debt, in each case, secured by Liens that would otherwise be subject to the restrictions of Section 6.07(a) up to an aggregate principal amount that, together with the principal amount of all other Debt of the Company secured by Liens (other than Liens permitted by Section 6.07(a) that would otherwise be subject to any of the foregoing restrictions) and the Value of all Sale and Lease-Back Transactions in existence at such time (other than any Sale and Lease-Back Transaction that, if such Sale and Lease-Back Transaction had been a Lien, would have been permitted by Section 6.07(a), other than Sale and Lease-Back Transactions permitted by Section 6.08 hereof because the commitment by or on behalf of the purchaser was obtained no later than eighteen (18) months after the later of events described in (i) or (ii) of Section 6.08 hereof, and other than Sale and Lease-Back Transactions as to which application of amounts have been made in accordance with clause (z) of Section 6.08 hereof), does not at the time exceed fifteen percent (15%) of Capitalization.

(c) If the Company shall issue, assume, or guarantee any Debt secured by any Lien and if Section 6.07(a) requires that the outstanding Notes be secured equally and ratably with such Debt, the Company will promptly execute, at its expense, any instruments necessary to so equally and ratably secure the outstanding Notes and deliver the same to the Trustee along with:

(i) An Officers' Certificate stating that the covenant of the Company contained in Section 6.07(a) has been complied with; and

(ii) An Opinion of Counsel to the effect that the Company has complied with the covenant contained in Section 6.07(a), and that any instruments executed by the Company in the performance of such covenant comply with the requirements of such covenant.

In the event that the Company shall hereafter secure outstanding Notes equally and ratably with any other obligation or indebtedness pursuant to the provisions of this Section 6.07, the Company will enter into an indenture or agreement supplemental hereto and take such other action to enable the Trustee to enforce effectively the rights of the Holders of outstanding Notes so secured, equally and ratably with such other obligation or indebtedness.

Section 6.08 RESTRICTIONS ON SALE AND LEASE-BACK TRANSACTIONS. So long as any Notes are outstanding, the Company will not enter into or permit to exist after the Release Date any Sale and Lease-Back Transaction with respect to any Operating Property (except for transactions involving leases for a term, including renewals, of not more than 48 months) if the commitment by or on behalf of the purchaser is obtained more than eighteen (18) months after the later of (i) the completion of the acquisition, construction, or development of such Operating Property and (ii) the placing in operation of such Operating Property or of such Operating Property as constructed, developed, or substantially repaired, altered, or improved, unless (x) the Company would be entitled pursuant to Section 6.07(a) to issue, assume, guarantee or permit to exist Debt secured by a Lien on such Operating Property without equally and ratably securing the Notes, (y) the Company would be entitled pursuant to
Section 6.07(b), after giving effect to such Sale and Lease-Back Transaction, to incur $1.00 of additional Debt secured by Liens (other than Liens permitted by
Section 6.07(a)) or (z) the Company shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such Operating Property at the date of such sale or transfer) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Board of Directors) of the Operating Property so leased, to the retirement, within one hundred eighty (180) days after the effective date of such Sale and Lease-Back Transaction, of Notes (in accordance with their terms) or other Debt of the Company ranking senior to, or equally with, the Notes; PROVIDED, HOWEVER, that the amount to be applied to such retirement of Debt shall be reduced by an amount equal to the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms of Debt voluntarily retired by the Company within such one hundred eighty (180) day period, excluding retirement pursuant to mandatory sinking fund or prepayment provisions and payments at maturity.

Section 6.09 CORPORATE EXISTENCE. Subject to the rights of the Company under Article XII, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the rights (charter and statutory) and franchises of the Company; PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right or franchise if, in the judgment of the Company, the preservation thereof is no longer desirable in the conduct of the business of the Company.

ARTICLE VII

NOTEHOLDER LISTS AND REPORTS BY
THE COMPANY AND THE TRUSTEE

Section 7.01 COMPANY TO FURNISH NOTEHOLDER LISTS. The Company and any other obligor on the Notes shall furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Notes:

(a) semi-annually and not more than 15 days after each Regular Record Date for each Interest Payment Date that is not a Maturity date, as of such Regular Record Date, and such list need not include information received after such date; and

(b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request, as of a date not more than 15 days prior to the time such information is furnished, and such list need not include information received after such date;

PROVIDED that if and so long as the Trustee shall be the registrar for the Notes, such list shall not be required to be furnished.

Section 7.02 PRESERVATION AND DISCLOSURE OF NOTEHOLDER LISTS.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders of the Notes (i) contained in the most recent lists furnished to it as provided in
Section 7.01, (ii) received by it in the capacity of registrar for the Notes, if so acting, and (iii) filed with it within the two preceding years pursuant to
Section 7.04(d)(2). The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

(b) In case three or more Holders of Notes (hereinafter referred to as "applicants") apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Note for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes with respect to their rights under this Indenture or under the Notes and such application is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either

(i) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section; or

(ii) inform such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of such subsection (a) and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of Notes, whose name and address appears in the information preserved at the time by the Trustee in accordance with the provisions of such subsection (a) a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c) Each and every Holder of a Note, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with the provisions of subsection (b) of this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under such subsection (b).

Section 7.03 REPORTS BY THE COMPANY. The Company shall:

(a) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations. Filing of such information, documents and reports with the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information

contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates); and

(c) transmit by mail to all Holders of Notes, within 30 days after the filing thereof with the Trustee in the manner and to the extent provided in
Section 7.04(d), such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time by the Commission.

Section 7.04 REPORTS BY THE TRUSTEE.

(a) Annually, not later than August 15 of each year, the Trustee shall transmit by mail a brief report dated as of such date that complies with Section 313(a) of the TIA (to the extent required by such Section).

(b) The Trustee shall from time to time transmit by mail brief reports that comply, both in content and date of delivery, with Section 313(b) of the TIA (to the extent required by such Section).

(c) A copy of each such report filed pursuant to this section shall, at the time of such transmission to such Holders, be filed by the Trustee with each stock exchange upon which any Notes are listed and also with the Commission. The Company will notify the Trustee promptly in writing upon the listing of such Notes on any stock exchange or any delisting thereof.

(d) Reports pursuant to this Section shall be transmitted

(1) by mail to all Holders of Notes, as their names and addresses appear in the register for the Notes;

(2) by mail to such Holders of Notes as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for such purpose;

(3) by mail, except in the case of reports pursuant to Section 7.04(b) and (c) hereof, to all Holders of Notes whose names and addresses have been furnished to or received by the Trustee pursuant to Section 7.01 and 7.02(a)(ii) hereof; and

(4) at the time such report is transmitted to the Holders of the Notes, to each exchange on which Notes are listed and also with the Commission.

ARTICLE VIII

REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
ON EVENTS OF DEFAULT

Section 8.01 EVENTS OF DEFAULT.

(a) If one or more of the following Events of Default shall have occurred and be continuing:

(1) default in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and continuance of such default for a period of sixty (60) days;

(2) default in the payment of the principal of or any premium on any of the Notes as and when the same shall become due and payable;

(3) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company contained in the Notes or in this Indenture for a period of ninety (90) days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Company remedy the same, shall have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the Holders of not less than 33% in aggregate principal amount of the Notes at the time outstanding;

(4) prior to the Release Date, a default (as defined in the First Mortgage) has occurred and is continuing; PROVIDED, HOWEVER, that anything in this Indenture to the contrary notwithstanding, the waiver or cure of such default under the First Mortgage and the rescission and annulment of the consequences thereof under the First Mortgage shall constitute a waiver of the corresponding Event of Default hereunder and a rescission and annulment of the consequences thereof hereunder.

(5) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable law, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or

(6) the Company shall commence a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect or any other case or proceeding to be adjudicated a bankrupt or insolvent, or consent to the entry of a decree or order for relief in an involuntary case under any such law, or to the commencement of any bankruptcy or insolvency case or

proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable law, or consent to the filing of such petition or to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for any substantial part of the property of the Company, or make any general assignment for the benefit of creditors, or the notice by it in writing of its inability to pay its debts generally as they become due, or the taking of any corporate action by the Company in furtherance of any such action;

then, unless the principal of and interest on all of the Notes shall have already become due and payable, either the Trustee or the Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by such Holders), may declare the principal of and interest on all the Notes to be due and payable immediately and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding and, upon the Notes being declared to be due and payable, the Trustee shall immediately file with the Mortgage Trustee a written demand for redemption of all Senior Note First Mortgage Bonds to the extent provided in the applicable provisions of the supplemental indentures to the First Mortgage.

The foregoing paragraph, however, is subject to the condition that if, at any time after the principal of and interest on the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, and prior to the acceleration of all of the First Mortgage Bonds issued and outstanding under the First Mortgage, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all of the Notes and the principal of and any premium on any and all Notes which shall have become due otherwise than by acceleration (with interest on overdue installments of interest, to the extent that payment of such interest is enforceable under applicable law, and on such principal and applicable premium at the rate borne by the Notes to the date of such payment or deposit) and all sums paid or advanced by the Trustee hereunder, the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.06 hereof, and any and all defaults under this Indenture, other than the non-payment of principal of and accrued interest on Notes which shall have become due solely by acceleration of maturity, shall have been cured or waived (including any defaults under the First Mortgage, as evidenced by notice thereof from the Mortgage Trustee to the Trustee), then and in every such case such payment or deposit shall cause an automatic waiver of the Event of Default and its consequences (including, if given, the written demand for redemption of all Senior Note First Mortgage Bonds) and shall cause an automatic rescission and annulment of the acceleration of the Notes; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon.

(b) If the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceeding had been taken.

Section 8.02 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT.

(a) The Company covenants that if an Event of Default described in clause (a)(1) or (a)(2) of Section 8.01 hereof shall have occurred and be continuing, then, upon demand of the Trustee, the Company shall pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount that then shall have so become due and payable on all such Notes for principal or interest, as the case may be, with interest upon the overdue principal and any premium and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne by the Notes; and, in addition thereto, such further amounts as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Notes to the Holders, whether or not the Notes be overdue.

(b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, including, prior to the Release Date, to exercise any rights to that end it may have as a holder of Senior Note First Mortgage Bonds, and may enforce any such judgment or final decree against the Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Company or any other obligor on such series of Notes wherever situated, the moneys adjudged or decreed to be payable.

(c) In case there shall be pending proceedings relative to the Company or any other obligor upon the Notes under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company or such other obligor, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(1) to file and prove a claim or claims for the whole amount of the principal and interest owing and unpaid in respect of the Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including, prior to the Release Date, any claims of the Trustee as holder of Senior Note First Mortgage Bonds and including any amounts due to the Trustee under Section 9.06 hereof) and of the Noteholders allowed in any judicial proceedings relative to the Company or such other obligor, or to the creditors or property of the Company or such other obligor; and

(2) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the

claims of the Noteholders and of the Trustee on their behalf; and any trustee, receiver, liquidator, custodian or other similar official is hereby authorized by each of the Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of the payments directly to the Noteholders, to pay to Trustee such amounts due pursuant to Section 9.06 hereof.

(d) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof at any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee and its agents, attorneys and counsel, shall be for the ratable benefit of the Holders of the Notes in respect of which such action was taken.

(f) In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Notes in respect to which action was taken, and it shall not be necessary to make any Holders of such Notes parties to any such proceedings.

Section 8.03 APPLICATION OF PROCEEDS. Any moneys collected by the Trustee with respect to any of the Notes pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid.

FIRST: To the payment of all amounts due to the Trustee pursuant to Section 9.06 hereof;

SECOND: In case the principal of the outstanding Notes in respect of which such moneys have been collected shall not have become due and be unpaid, to the payment of interest on the Notes, in the order of the maturity of the installments of such interest, with interest (to the extent allowed by law) upon the overdue installments of interest at the rate borne by the Notes, such payments to be made ratably to the persons entitled thereto, and then to the payment to the Holders entitled thereto of the unpaid principal of and applicable premium on any of the Notes which shall have become due (other than Notes previously called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), whether at stated maturity or by redemption, in the order of their due dates, beginning with the earliest due date, and if the amount available is not sufficient to pay in full all Notes due on any particular date, then to the payment thereof ratably, according to the amounts of principal and applicable

premium due on that date, to the Holders entitled thereto, without any discrimination or privilege;

THIRD: In case the principal of the outstanding Notes in respect of which such moneys have been collected shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Notes for principal and any premium and interest thereon, with interest on the overdue principal and any premium and (to the extent allowed by law) upon overdue installments of interest at the rate borne by the Notes; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Notes, then to the payment of such principal and any premium and interest without preference or priority of principal and any premium over interest, or of interest over principal and any premium or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal and any premium and accrued and unpaid interest; and

FOURTH: To the payment of the remainder, if any, to the Company or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may determine.

Section 8.04 LIMITATIONS ON SUITS BY NOTEHOLDERS.

(a) No Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes then outstanding affected by such Event of Default shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Notes, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

(b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such

respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Section 8.05 SUITS FOR ENFORCEMENT. In case an Event of Default has occurred, has not been waived and is continuing, hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture, including, prior to the Release Date, its rights as holder of the Senior Note First Mortgage Bonds, by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted to it under this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section 8.06 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT. No right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Notes is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee or of any Holder of Notes to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 8.04, every right and power given by this Indenture or by law to the Trustee or to the Holders of Notes may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of Notes, as the case may be.

Section 8.07 DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF NOTEHOLDERS.

(a) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; PROVIDED, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture; and PROVIDED FURTHER that (subject to Section 9.01 hereof) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Noteholders.

(b) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of all of the Holders of the Notes waive any past default or Event

of Default hereunder and its consequences except a default in the payment of principal of or any premium or interest on the Notes. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to be continuing, and any Event of Default arising therefrom shall be deemed to have been cured and not to be continuing, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 8.08 NOTICE OF DEFAULT. The Trustee shall, within 90 days after the occurrence of a default with respect to the Notes, give to all Holders of the Notes, in the manner provided in Section 15.10, notice of such default actually known to the Trustee, unless such default shall have been cured or waived before the giving of such notice, the term "default" for the purpose of this Section 8.08 being hereby defined to be any event which is or after notice or lapse of time or both would become an Event of Default; PROVIDED that, except in the case of default in the payment of the principal of or any premium or interest on any of the Notes, or in the payment of any sinking or purchase fund installments, the Trustee shall be protected in withholding such notice if and so long as its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers in good faith determines that the withholding of such notice is in the interests of the Holders of the Notes.

Section 8.09 UNDERTAKING TO PAY COSTS. All parties to this Indenture agree, and each Holder of any Note by acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but this Section 8.09 shall not apply to any suit instituted by the Trustee, or to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% in principal amount of the Notes outstanding, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or any premium or interest on any Note on or after the due date expressed in such Note or the applicable redemption date.

Section 8.10 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In case the Trustee or any Holder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or to such Holder, then, and in every such case, the Company, the Trustee and the Holders shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Holders shall continue as though no such proceedings had been taken.

Section 8.11 DEFAULTS UNDER THE FIRST MORTGAGE. In addition to every other right and remedy provided herein, the Trustee may exercise any right or remedy available to the Trustee in its capacity as owner and holder of Senior Note First Mortgage Bonds which arises as a result of

a default under the First Mortgage whether or not an Event of Default under this Indenture shall then have occurred and be continuing.

Section 8.12 WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE IX

CONCERNING THE TRUSTEE

Section 9.01 DUTIES AND RESPONSIBILITIES OF TRUSTEE.

(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) prior to the occurrence of any Event of Default and after the curing or waiving of all Events of Default which may have occurred

(A) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(B) in the absence of bad faith or actual knowledge on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or

investigate the accuracy of mathematical calculations or other facts stated therein);

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction, pursuant to this Indenture, of the Holders of a majority in principal amount of the Notes, including, but not limited to, Section 8.07 hereof relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.

(c) No provision of this Indenture shall require the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 9.02 RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise provided in Section 9.01 hereof:

(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

(c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred by such exercise;

(e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, note or other paper or document, unless requested in writing to do so by the Holders of at least a majority in principal amount of the then outstanding Notes; PROVIDED that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys; PROVIDED that the Trustee shall not be liable for the conduct or acts of any such agent or attorney that shall have been appointed in accordance herewith with due care.

Section 9.03 NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained herein and in the Notes (except in the certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with this Indenture.

Section 9.04 TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR MAY OWN NOTES. The Trustee and any Authenticating Agent or paying agent in its individual or other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee, Authenticating Agent or paying agent.

Section 9.05 MONEYS TO BE HELD IN TRUST. Subject to Section 5.04 hereof, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee may allow and credit to the Company interest on any money received hereunder at such rate, if any, as may be agreed upon by the Company and the Trustee from time to time as may be permitted by law.

Section 9.06 COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any law in regard to the compensation of a trustee of an express trust), and the Company shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its

counsel and agents, including any Authenticating Agents, and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify each of the Trustee or any predecessor and their agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability. The obligations of the Company under this Section 9.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of any particular Notes. The provisions of this Section 9.06 shall survive termination of this Indenture.

Section 9.07 OFFICERS' CERTIFICATE AS EVIDENCE. Whenever in the administration of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to the taking, suffering or omitting of any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under this Indenture in reliance thereon.

Section 9.08 CONFLICTING INTEREST OF TRUSTEE. The Trustee shall be subject to and shall comply with the provisions of Section 310(b) of the TIA. Nothing in this Indenture shall be deemed to prohibit the Trustee or the Company from making any application permitted pursuant to such section.

Section 9.09 EXISTENCE AND ELIGIBILITY OF TRUSTEE. There shall at all times be a Trustee hereunder which Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof or of the District of Columbia having a combined capital and surplus of at least $250,000,000 and which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal or State authorities. Such corporation shall have its principal place of business in the City of St. Louis, Missouri or the Borough of Manhattan, The City of New York, State of New York, if there be such a corporation in such location willing to act upon reasonable and customary terms and conditions. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid authority, then for the purposes of this Section 9.09, the combined capital and surplus shall be deemed to be as set forth in its most recent report of condition so published. No obligor upon the Notes or Person directly or indirectly controlling, controlled by, or under common control with such obligor shall serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with this Section 9.09, the Trustee shall resign immediately in the manner and with the effect specified in
Section 9.10 hereof.

Section 9.10 RESIGNATION OR REMOVAL OF TRUSTEE.

(a) Pursuant to the provisions of this Article, the Trustee may at any time resign and be discharged of the trusts created by this Indenture by giving written notice to the Company

specifying the day upon which such resignation shall take effect, and such resignation shall take effect immediately upon the later of the appointment of a successor trustee and such day.

(b) Any Trustee may be removed at any time by an instrument or concurrent instruments in writing filed with such Trustee and signed and acknowledged by the Holders of a majority in principal amount of the then outstanding Notes or by their attorneys in fact duly authorized.

(c) So long as no Event of Default has occurred and is continuing, and no event has occurred and is continuing that, with the giving of notice or the lapse of time or both, would become an Event of Default, the Company may remove any Trustee upon written notice to the Holder of each Note outstanding and the Trustee and appoint a successor Trustee meeting the requirements of Section
9.09. The Company or the successor Trustee shall give notice to the Holders, in the manner provided in Section 15.10, of such removal and appointment within 30 days of such removal and appointment.

(d) If at any time (i) the Trustee shall cease to be eligible in accordance with Section 9.09 hereof and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder for at least six months, (ii) the Trustee shall fail to comply with Section 9.08 hereof after written request therefor by the Company or any such Holder, or
(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Trustee may be removed forthwith by an instrument or concurrent instruments in writing filed with the Trustee and either:

(1) signed by the President or any Vice President of the Company and attested by the Secretary or an Assistant Secretary of the Company; or

(2) signed and acknowledged by the Holders of a majority in principal amount of outstanding Notes or by their attorneys in fact duly authorized.

(e) Any resignation or removal of the Trustee shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 9.11 hereof.

Section 9.11 APPOINTMENT OF SUCCESSOR TRUSTEE.

(a) If at any time the Trustee shall resign or be removed, the Company, by a Board Resolution, shall promptly appoint a successor Trustee.

(b) The Company shall provide written notice of its appointment of a Successor Trustee to the Holder of each Note outstanding following any such appointment.

(c) If no appointment of a successor Trustee shall be made pursuant to
Section 9.11(a) hereof within 60 days after appointment shall be required, any Noteholder or the resigning Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.

(d) Any Trustee appointed under this Section 9.11 as a successor Trustee shall be a bank or trust company eligible under Section 9.09 hereof and qualified under Section 9.08 hereof.

Section 9.12 ACCEPTANCE BY SUCCESSOR TRUSTEE.

(a) Any successor Trustee appointed as provided in Section 9.11 hereof shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to Section 9.06 hereof, execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee so ceasing to act, including all right, title, and interest in the Senior Note First Mortgage Bonds. Upon request of any such successor Trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to Section 9.06 hereof.

(b) No successor Trustee shall accept appointment as provided in this
Section 9.12 unless at the time of such acceptance such successor Trustee shall be qualified under Section 9.08 hereof and eligible under Section 9.09 hereof.

(c) Upon acceptance of appointment by a successor Trustee as provided in this Section 9.12, the successor Trustee shall mail notice of its succession hereunder to all Holders of Notes as the names and addresses of such Holders appear on the registry books.

Section 9.13 SUCCESSION BY MERGER, ETC.

(a) Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided such corporation shall be otherwise qualified and eligible under this Article.

(b) If at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture

provided that the certificates of the Trustee shall have; provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 9.14 LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR. The Trustee shall be subject to, and shall comply with, the provisions of Section 311 of the TIA.

Section 9.15 AUTHENTICATING AGENT.

(a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09 hereof.

(b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this
Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation.

(c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes.

(d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06 hereof.

(e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to any Authenticating Agent.

ARTICLE X

CONCERNING THE NOTEHOLDERS

Section 10.01 ACTION BY NOTEHOLDERS. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action, the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Noteholders in person or by agent or proxy appointed in writing, (b) by the record of such Noteholders voting in favor thereof at any meeting of Noteholders duly called and held in accordance with Article XI hereof, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders.

Section 10.02 PROOF OF EXECUTION BY NOTEHOLDERS.

(a) Subject to Sections 9.01, 9.02 and 11.05 hereof, proof of the execution of any instruments by a Noteholder or the agent or proxy for such Noteholder shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Notes shall be proved by the register for the Notes maintained by the Trustee.

(b) The record of any Noteholders' meeting shall be proven in the manner provided in Section 11.06 hereof.

Section 10.03 PERSONS DEEMED ABSOLUTE OWNERS. Subject to Sections 2.04(f) and 10.01 hereof, the Company, the Trustee, any paying agent and any Authenticating Agent shall deem the person in whose name any Note shall be registered upon the register for the Notes to be, and shall treat such person as, the absolute owner of such Note (whether or not such Note shall be overdue) for the purpose of receiving payment of or on account of the principal and premium, if any, and interest on such Note, and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Authenticating Agent shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon any such Note to the extent of the sum or sums so paid.

Section 10.04 COMPANY-OWNED NOTES DISREGARDED. In determining whether the Holders of the requisite aggregate principal amount of outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes that are owned by the Company or any other obligor on the Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; PROVIDED that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Notes which the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 10.04 if the pledgee shall establish the pledgee's right to take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with

the Company or any such other obligor. In the case of a dispute as to such right, the Trustee may rely upon an Opinion of Counsel and an Officers' Certificate to establish the foregoing.

Section 10.05 REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. Except as may be otherwise required in the case of a Global Note by the applicable rules and regulations of the Depositary, at any time prior to the taking of any action by the Holders of the percentage in aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder of a Note, which has been included in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at the corporate trust office of the Trustee and upon proof of ownership as provided in Section 10.02(a) hereof, revoke such action so far as it concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange, substitution or upon registration of transfer therefor, irrespective of whether or not any notation thereof is made upon such Note or such other Notes.

Section 10.06 RECORD DATE FOR NOTEHOLDER ACTS. If the Company shall solicit from the Noteholders any request, demand, authorization, direction, notice, consent, waiver or other act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after the record date, but only the Noteholders of record at the close of business on the record date shall be deemed to be Noteholders for the purpose of determining whether Holders of the requisite aggregate principal amount of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding Notes shall be computed as of the record date; PROVIDED that no such request, demand, authorization, direction, notice, consent, waiver or other act by the Noteholders on the record date shall be deemed effective unless it shall become effective pursuant to this Indenture not later than six months after the record date. Any such record date shall be at least 30 days prior to the date of the solicitation to the Noteholders by the Company.

ARTICLE XI

NOTEHOLDERS' MEETING

Section 11.01 PURPOSES OF MEETINGS. A meeting of Noteholders may be called at any time and from time to time pursuant to this Article XI for any of the following purposes:

(a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Noteholders pursuant to Article XIII;

(b) to remove the Trustee pursuant to Article IX;

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes, as the case may be, under any other provision of this Indenture or under applicable law.

Section 11.02 CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call a meeting of Holders of Notes to take any action specified in Section 11.01 hereof, to be held at such time and at such place as the Trustee shall determine. Notice of every such meeting of Noteholders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to Holders of the Notes that may be affected by the action proposed to be taken at such meeting in the manner provided in Section 15.10 hereof. Such notice shall be given not less than 20 nor more than 90 days prior to the date fixed for such meeting.

Section 11.03 CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. If at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Noteholders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Noteholders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 11.01 hereof, by giving notice thereof as provided in
Section 11.02 hereof.

Section 11.04 QUALIFICATIONS FOR VOTING. To be entitled to vote at any meetings of Noteholders a Person shall (a) be a Holder of one or more Notes affected by the action proposed to be taken or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more such Notes. The only Persons who shall be entitled to be present or to speak at any meeting of Noteholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives (including employees) of the Trustee and its counsel and any representatives (including employees) of the Company and its counsel.

Section 11.05 REGULATIONS.

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by the Noteholders as provided in Section 11.03 hereof, in which case the Company or Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent

chairman and a permanent secretary of the meeting shall be elected by the Holders of a majority in aggregate principal amount of the Notes present in person or by proxy at the meeting.

(c) Subject to Section 10.04 hereof, at any meeting each Noteholder or proxy shall be entitled to one vote for each $1,000 principal amount of Notes held or represented by such Noteholder; PROVIDED that no vote shall be cast or counted at any meeting in respect of any Note determined to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by such chairman or instruments in writing as aforesaid duly designating such chairman as the person to vote on behalf of other Noteholders. At any meeting of Noteholders duly called pursuant to Section 11.02 or 11.03 hereof, the presence of persons holding or representing Notes in an aggregate principal amount sufficient to take action on any business for the transaction for which such meeting was called shall constitute a quorum. Any meeting of Noteholders duly called pursuant to Section 11.02 or 11.03 hereof may be adjourned from time to time by the Holders of a majority in aggregate principal amount of the Notes present in person or by proxy at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 11.06 VOTING. The vote upon any resolution submitted to any meeting of Noteholders shall be by written ballots on which shall be subscribed the signatures of the Holders of Notes or of their representatives by proxy and the principal amount of Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of such meeting of Noteholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 11.02 hereof. The record shall show the aggregate principal amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee and the Trustee shall have the ballots taken at the meeting attached to such duplicate. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 11.07 RIGHTS OF TRUSTEE OR NOTEHOLDERS NOT DELAYED. Nothing in this Article XI shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Noteholders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders of Notes under any of the provisions of this Indenture or of the Notes.

ARTICLE XII

CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE

Section 12.01 COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The Company shall not consolidate with or merge into any other corporation or sell or otherwise dispose of its

properties as or substantially as an entirety to any Person unless the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and the supplemental indenture referred to in clause (b) below comply with this Article XII and that all conditions precedent herein provided for have been complied with, and the corporation formed by such consolidation or into which the Company is merged or the Person which receives such properties pursuant to such sale, transfer or other disposition (a) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (b) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and premium and interest on all of the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed and (c) if such consolidation, merger, sale, transfer or other disposition occurs prior to the Release Date, shall expressly assume, by an indenture supplemental to the First Mortgage, executed and delivered to the Mortgage Trustee, the due and punctual payment of the principal of and premium and interest on all of the Senior Note First Mortgage Bonds and the performance of every covenant of the First Mortgage on the part of the Company to be performed or observed.

Anything in this Indenture to the contrary notwithstanding, the conveyance or other transfer by the Company of (a) all or any portion of its facilities for the generation of electric energy, (b) all of its facilities for the transmission of electric energy or (c) all of its facilities for the distribution of natural gas, in each case considered alone or in any combination with properties described in any other clause, shall in no event be deemed to constitute a conveyance or other transfer of all the properties of the Company, as or substantially as an entirety. The character of particular facilities shall be determined in accordance with the Uniform System of Accounts prescribed for public utilities and licensees subject to the Federal Power Act, as amended, to the extent applicable.

Section 12.02 SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or merger, or any sale, transfer or other disposition of the properties of the Company substantially as an entirety in accordance with Section 12.01 hereof, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such sale, transfer or other disposition is made shall succeed to, and be substituted for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation or Person had been named as the Company herein and the Company shall be released from all obligations hereunder.

ARTICLE XIII

SUPPLEMENTAL INDENTURES

Section 13.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

(a) The Company, when authorized by Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision;

(2) to change or eliminate any of the provisions of this Indenture, PROVIDED that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination;

(3) to establish the form of Notes as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note determined pursuant to Section 2.05 hereof;

(4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes;

(5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority;

(6) to permit the Trustee to comply with any duties imposed upon it by law;

(7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;

(8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes;

(9) to add provisions permitting the Company to be released with respect to one or more series of outstanding Notes from its obligations under Sections 6.07, 6.08 or Article XII (and providing that no Event of Default shall be deemed to have occurred as a result of the Company's noncompliance with such obligations) if the Company makes the deposit of cash and/or U.S. Government obligations with respect to such series of Notes required by Section 5.01 and otherwise complies with the requirements of such Section (except that the opinion of counsel referred to in Section 5.01(a)(3) need not be based on an External Tax Pronouncement);

(10) to comply with the Company's obligations under Section 6.07; and

(11) to make any other change that is not prejudicial to the Holders.

(b) The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

(c) Any supplemental indenture authorized by this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof.

Section 13.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.

(a) With the consent (evidenced as provided in Section 10.01 hereof) of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding, the Company, when authorized by Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Noteholders; provided that no such supplemental indenture shall:

(1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note First Mortgage Bonds, or prior to the Release Date, reduce the principal amount of any series of Senior Note First Mortgage Bonds to an amount less than the principal amount of the Related Series of Notes or alter the payment provisions of such Senior Note First Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Note so affected; or

(2) modify this Section 13.02(a) or reduce the aforesaid percentage of Notes, the Holders of which are required to consent to any such supplemental indenture or to reduce the percentage of Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of all of the Notes then outstanding.

(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

(c) A supplemental indenture which changes, waives or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.

(d) It shall not be necessary for the consent of the Holders of Notes under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

(e) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to this Section 13.02, the Trustee shall give notice in the manner provided in Section 15.10 hereof, setting forth in general terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Trustee to give such notice or any defect therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 13.03 COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to this Article XIII shall comply with the TIA. Upon the execution of any supplemental indenture pursuant to this Article XIII, the Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 13.04 NOTATION ON NOTES. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article XIII may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as approved by the Trustee and the Board of Directors with respect to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Notes then outstanding.

Section 13.05 EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED TRUSTEE. The Trustee, subject to Sections 9.01 and 9.02 hereof, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article XIII.

ARTICLE XIV

IMMUNITY OF INCORPORATORS,
STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.01 INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No recourse for the payment of the principal of or any premium or interest on any Note or any Senior Note First

Mortgage Bond, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company, contained in this Indenture, the First Mortgage or in any supplemental indenture, or in any Note or in any Senior Note First Mortgage Bond, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Notes.

ARTICLE XV

MISCELLANEOUS PROVISIONS

Section 15.01 PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the covenants, stipulations, promises and agreements made by the Company in this Indenture shall bind its successors and assigns whether so expressed or not.

Section 15.02 OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful successor of the Company.

Section 15.03 NOTICES. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Noteholders on the Company may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Company with the Trustee) at the principal executive offices of the Company, to the attention of the Secretary. Any notice, direction, request or demand by any Noteholder, the Company or the Mortgage Trustee to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the corporate trust office of the Trustee, Attention:
Corporate Trust Administration.

Section 15.04 GOVERNING LAW. This Indenture and each Note shall be governed by and deemed to be a contract under, and construed in accordance with, the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof.

Section 15.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

(a) Upon any application or demand by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

(b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates delivered pursuant to Section 6.06 hereof) shall include (1) a statement that each Person making such certificate or opinion has read such covenant or condition and the definitions relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with.

(c) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(d) Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such certificate or opinion is based are erroneous. Any such certificate or opinion of counsel delivered under the Indenture may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such person knows, or in the exercise of reasonable care should know, that the certificate or opinion of representations with respect to such matters are erroneous. Any opinion of counsel delivered hereunder may contain standard exceptions and qualifications reasonably satisfactory to the Trustee.

(e) Any certificate, statement or opinion of any officer of the Company, or of counsel, may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an independent public accountant or firm of accountants, unless such officer or counsel, as the case may be, knows that the certificate or opinions or representations with respect to the accounting matters upon which the certificate, statement or opinion of such officer or counsel may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any firm of independent public accountants filed with the Trustee shall contain a statement that such firm is independent.

(f) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 15.06 BUSINESS DAYS. Unless otherwise provided pursuant to Section 2.05(c) hereof, in any case where the date of Maturity of the principal of or any premium or interest on any Note or the date fixed for redemption of any Note is not a Business Day, then payment of

such principal or any premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of Maturity or the date fixed for redemption, and, in the case of timely payment thereof, no interest shall accrue for the period from and after such Interest Payment Date or the date on which the principal or premium of the Note is required to be paid.

Section 15.07 TRUST INDENTURE ACT TO CONTROL. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by the TIA, such required provision of the TIA shall govern.

Section 15.08 TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 15.09 EXECUTION IN COUNTERPARTS. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 15.10 MANNER OF MAILING NOTICE TO NOTEHOLDERS.

(a) Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or the Company to or on the Holders of Notes, as the case may be, shall be given or served by first-class mail, postage prepaid, addressed to the Holders of such Notes at their last addresses as the same appear on the register for the Notes referred to in Section 2.06, and any such notice shall be deemed to be given or served by being deposited in a post office letter box in the form and manner provided in this Section 15.10. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice to any Holder by mail, then such notification to such Holder as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

(b) The Company shall also provide any notices required under this Indenture by publication, but only to the extent that such publication is required by the TIA, the rules and regulations of the Commission or any securities exchange upon which any series of Notes is listed.

Section 15.11 APPROVAL BY TRUSTEE OF EXPERT OR COUNSEL. Wherever the Trustee is required to approve an Expert or counsel who is to furnish evidence of compliance with conditions precedent in this Indenture, such approval by the Trustee shall be deemed to have been given upon the taking of any action by the Trustee pursuant to and in accordance with the certificate or opinion so furnished by such Expert or counsel.

IN WITNESS WHEREOF, CENTRAL ILLINOIS PUBLIC SERVICE COMPANY has caused this Indenture to be signed and acknowledged by its vice president, and attested by its assistant secretary, and THE BANK OF NEW YORK has caused this Indenture to be signed and acknowledged by its Assistant V.P., as of the day and year first written above.

CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY

                                        By /s/ James T. Birkett
                                           -------------------------------------
                                           James T. Birkett, Vice President

ATTEST:

/s/ James Tisckos
----------------------------------
James Tisckos, Assistant Secretary

THE BANK OF NEW YORK,
AS TRUSTEE

By /s/ Robert A. [Illegible]
   -------------------------------------
   Assistant Vice President

EXHIBIT A
FORM OF GLOBAL NOTE

                             [PRIOR TO RELEASE DATE]

REGISTERED                                                            REGISTERED

                   Illinois Commerce Commission ID Number 5994

THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY AS PROVIDED IN THE INDENTURE REFERRED TO BELOW, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
SENIOR NOTE, __% DUE ______

CUSIP: NUMBER:

ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT:

INTEREST RATE: MATURITY DATE:

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of Illinois (the "COMPANY"), for value received hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of ______________ DOLLARS ($_______________) on the Maturity Date set forth above, and to pay interest thereon from _____________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on the __________ and ___________ in each year, commencing __________ , at the per annum Interest Rate set forth above, until the principal hereof is paid or made available for payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Note is paid on the Maturity Date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date (except for interest

A-1

payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration) will, as provided in the Indenture (as defined below), be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be the or , as the case may be, next preceding such Interest Payment Date; provided that the first Interest Payment Date for any part of this Note, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Noteholders not more than fifteen days or fewer than ten days prior to such Special Record Date. Payment of the principal of and interest and premium on this Note shall be payable pursuant to Section 2.12(a) of the Indenture.

This Note is a Global Note in respect of a duly authorized issue of Senior Notes, __% Due _____ (the "NOTES OF THIS SERIES", which term includes any Global Notes representing such Notes) of the Company issued and to be issued under an Indenture dated as of December 1, 1998, between the Company and The Bank of New York, as trustee (the "TRUSTEE", which term includes any successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the "INDENTURE"). Under the Indenture, one or more series of notes may be issued and, as used herein, the term "Notes" refers to the Notes of this Series and any other outstanding series of Notes. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered. This Note has been issued in respect of the series designated on the first page hereof, limited in aggregate principal amount to $___________.

Prior to the Release Date (as hereinafter defined), the Notes will be secured by first mortgage bonds (the "SENIOR NOTE FIRST MORTGAGE BONDS") delivered by the Company to the Trustee for the benefit of the Holders of the Notes, issued under the Indenture of Mortgage or Deed of Trust, dated October 1, 1941, from the Company to U.S. Bank Trust National Association, as successor trustee (the "MORTGAGE TRUSTEE"), and F. Sgaraglino, as successor co-trustee, as supplemented and modified (collectively, the "FIRST MORTGAGE"). Reference is made to the First Mortgage and the Indenture for a description of the rights of the Trustee as holder of the Senior Note First Mortgage Bonds, the property mortgaged and pledged, the nature and extent of the security and the rights of the holders of first mortgage bonds, under the First Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Senior Note First Mortgage Bonds are secured and the circumstances under which additional first mortgage bonds may be issued.

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Note First Mortgage Bonds shall cease to secure the Notes in any manner. In certain circumstances prior to the Release Date as provided in the Indenture, the Company is permitted to reduce the aggregate principal amount of a series of Senior Note First Mortgage Bonds held by the Trustee, but in no event prior to the Release Date to an amount less than the aggregate outstanding principal amount of the series of Notes initially issued contemporaneously with such Senior Note First Mortgage Bonds.

Each Note of this Series shall be dated and issued as of the date of its authentication by the Trustee and shall bear an Original Issue Date. Each Note issued upon transfer, exchange or substitution of such Note shall bear the Original Issue Date of such transferred, exchanged or substituted Note, as the case may be.

[Insert redemption provisions, if any]

Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months (and for any partial periods shall be calculated on the basis of the number of days elapsed in a 360-day year of twelve 30-day months). If any Interest Payment Date or date on which the principal of this Note is required to be paid is not a Business Day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or date on which the principal of this Note is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such Interest Payment Date or the date on which the principal of this Note is required to be paid.

The Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Notes (except for certain obligations including obligations to register the transfer or exchange of Notes, replace stolen, lost or mutilated Notes, maintain paying agencies and hold monies for payment in trust, all as set forth in the Indenture) if the Company deposits with the Trustee money, U.S. Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, or a combination of money and U.S. Government Obligations, in any event in an amount sufficient, without reinvestment, to pay all the principal of and any premium and interest on the Notes on the dates such payments are due in accordance with the terms of the Notes.

If an Event of Default shall occur and be continuing, the principal of and interest on the Notes may be declared due and payable in the manner and with the effect provided in the Indenture and, upon such declaration, the Trustee shall demand the redemption of the Senior Note First Mortgage Bonds to the extent provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Company and the rights of the Noteholders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the outstanding Notes. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of

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transfer hereof or in exchange therefor or in lieu thereof whether or not notation of such consent or waiver is made upon this Note.

As set forth in and subject to the provisions of the Indenture, no Holder of any Notes will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to such Notes, the Holders of not less than a majority in principal amount of the outstanding Notes affected by such Event of Default shall have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee and the Trustee shall have failed to institute such proceeding within 60 days; provided that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of and any premium or interest on this Note on or after the respective due dates expressed here.

No reference herein to the Indenture and to provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, places and rates and the coin or currency prescribed in the Indenture.

As provided in the Indenture and subject to certain limitations therein set forth, this Note may be transferred only as permitted by the legend hereto and the provisions of the Indenture.

The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof.

Unless the certificate of authentication hereon has been executed by the Trustee, directly or through an Authenticating Agent by manual signature of an authorized officer, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise indicated herein.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY

By:

Title:

Attest:

Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated:

This Note is one of the Notes of the series herein designated, described or provided for in the within- mentioned Indenture.

The Bank of New York, AS TRUSTEE

By:

AUTHORIZED SIGNATORY

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                       State

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

the within note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said note on the
books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP") or the New York Stock Exchange, Inc. Medallion Signature Program("MSP").

A-6

                                    EXHIBIT B
                                  FORM OF NOTE

                              PRIOR TO RELEASE DATE

REGISTERED                                                            REGISTERED

                   Illinois Commerce Commission ID Number 5994

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                           SENIOR NOTE, __% DUE _____

CUSIP: PRINCIPAL AMOUNT:

ORIGINAL ISSUE DATE: MATURITY DATE:

INTEREST RATE: NUMBER:

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of Illinois (the "COMPANY"), for value received hereby promises to pay to _____________ or registered assigns, the principal sum of ___________ DOLLARS ($____________) on the Maturity Date set forth above, and to pay interest thereon from ___________ or from the most recent date to which interest has been paid or duly provided for, semi-annually in arrears on ________ and ________ in each year, commencing ___________, at the per annum Interest Rate set forth above, until the principal hereof is paid or made available for payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Note is paid in full on the Maturity Date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date (except for interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration) will, as provided in the Indenture (as defined below), be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be the __________ or __________ , as the case may be, next preceding such Interest Payment Date; provided that the first Interest Payment Date for any Note of this Series, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided, further, that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture (referred to on the reverse hereof), any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Noteholders not more than fifteen days nor fewer than ten days prior to such Special Record Date. Principal, applicable premium and interest due at the Maturity of this Note shall be payable in immediately available funds when due upon presentation and surrender of this Note at the corporate trust office of the Trustee or at the authorized office of any paying agent in the Borough of Manhattan, The City and State of New York. Interest on this Note (other than interest payable at Maturity) shall be paid by check payable in clearinghouse funds to the

B-1

Holder as its name appears on the register; provided that if the Trustee receives a written request from any Holder of Notes, the aggregate principal amount of all of which having the same Interest Payment Date as this Note equals or exceeds $10,000,000, on or before the applicable Regular Record Date for such Interest Payment Date, interest on this Note shall be paid by wire transfer of immediately available funds to a bank within the continental United States designated by such Holder in its request or by direct deposit into the account of such Holder designated by such Holder in its request if such account is maintained with the Trustee or any paying agent.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent by manual signature of an authorized officer, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

By:

Title:

Attest:

Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated:

This Note is one of the Notes of the series herein designated, described or provided for in the within- mentioned Indenture.

The Bank of New York, AS TRUSTEE

By:

AUTHORIZED SIGNATORY

B-2

[FORM OF REVERSE OF NOTE]
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SENIOR NOTE, __% DUE ____

This Note is one of a duly authorized issue of Senior Notes, __% Due ____ (the "NOTES OF THIS SERIES") of the Company issued and to be issued under an Indenture dated as of December 1, 1998 between the Company and The Bank of New York, as trustee (the "TRUSTEE", which term includes any successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the "INDENTURE"). Under the Indenture, one or more series of notes may be issued and, as used herein, the term "Notes" refers to the Notes of this Series and any other outstanding series of Notes. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $___________.

Prior to the Release Date (as hereinafter defined), the Notes will be secured by first mortgage bonds (the "SENIOR NOTE FIRST MORTGAGE BONDS") delivered by the Company to the Trustee for the benefit of the Holders of the Notes, issued under the Indenture of Mortgage or Deed of Trust, dated as of October 1, 1941, from the Company to U.S. Bank Trust National Association, as successor trustee (the "MORTGAGE TRUSTEE"), and F. Sgaraglino, as successor to trustee, as supplemented and modified (collectively, the "FIRST MORTGAGE"). Reference is made to the First Mortgage and the Indenture for a description of the rights of the Trustee as holder of the Senior Note First Mortgage Bonds, the property mortgaged and pledged, the nature and extent of the security and the rights of the holders of first mortgage bonds, under the First Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Senior Note First Mortgage Bonds are secured and the circumstances under which additional first mortgage bonds may be issued.

From and after such time as all first mortgage bonds (other than Senior Note First Mortgage Bonds) issued under the First Mortgage have been retired through payment, redemption or otherwise at, before or after the maturity thereof (the "Release Date"), the Senior Note First Mortgage Bonds shall cease to secure the notes in any manner. In certain circumstances prior to the Release Date as provided in the Indenture, the Company is permitted to reduce the aggregate principal amount of a series of Senior Note First Mortgage Bonds held by the Trustee, but in no event prior to the Release Date to an amount less than the aggregate outstanding principal amount of the series of Notes initially issued contemporaneously with such Senior Note First Mortgage Bonds.

[Insert redemption provisions, if any]

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Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months (and for any partial periods shall be calculated on the basis of the number of days elapsed in a 360-day year of twelve 30-day months). If any Interest Payment Date or the date on which the principal of this Note is required to paid is not a Business Day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the date on which the principal of this Note is required to be paid, and, in the case of timely payment thereof, no interest shall accrue for the period from and after such Interest Payment Date or the date on which the principal of this Note is required to be paid.

B-4

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note register. Upon surrender of this Note for registration or transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company in the Borough of Manhattan, the City and State of New York, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note registrar, duly executed by the Holder hereof or the attorney in fact of such Holder duly authorized in writing, one or more new Notes of this Series of like tenor and of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.

The Notes of this Series are issuable only in registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this Series are exchangeable for a like aggregate principal amount of Notes of this Series of like tenor and of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                            State

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

the within note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said note on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

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                                    EXHIBIT C
                               FORM OF GLOBAL NOTE

                             FOLLOWING RELEASE DATE

REGISTERED                                                            REGISTERED

                   Illinois Commerce Commission ID Number 5994

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                            SENIOR NOTE, __% DUE ____

CUSIP:                             NUMBER:

ORIGINAL ISSUE DATE:               PRINCIPAL AMOUNT:

INTEREST RATE: MATURITY DATE:

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of Illinois (the "COMPANY"), for value received hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of _____________ DOLLARS ($__________) on the Maturity Date set forth above, and to pay interest thereon____________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on the __________ and __________ in each year, commencing _____________, at the per annum Interest Rate set forth above, until the principal hereof is paid or made available for payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Note is paid on the Maturity Date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date (except for interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration) will, as provided in the Indenture (as

C-1

defined below), be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be the ___________ or _________ , as the case may be, next preceding such Interest Payment Date; provided, that the first Interest Payment Date for any part of this Note, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided, that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Noteholders not more than fifteen days or fewer than ten days prior to such Special Record Date. Payment of the principal of and interest and premium on this shall be payable pursuant to
Section 2.12(a) of the Indenture.

This Note is a Global Note in respect of a duly authorized issue of Senior Notes, __% Due ____ (the "NOTES OF THIS SERIES", which term includes any Global Notes representing such Notes) of the Company issued and to be issued under an Indenture dated as of December 1, 1998 between the Company and The Bank of New York, as trustee (herein called the "TRUSTEE", which term includes any successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the "INDENTURE"). Under the Indenture, one or more series of notes may be issued and, as used herein, the term "Notes" refers to the Notes of this Series and any other outstanding series of Notes. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered. This Note has been issued in respect of the series designated on the first page hereof, limited in aggregate principal amount to $__________.

Each Note of this Series shall be dated and issued as of the date of its authentication by the Trustee and shall bear an Original Issue Date. Each Note issued upon transfer, exchange or substitution of such Note or Global Note shall bear the Original Issue Date of such transferred, exchanged or substituted Note or Global Note, as the case may be.

[Insert redemption provisions, if any]

Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months (and for any partial period shall be calculated on the basis of the number of days elapsed in a 360-day year of twelve 30-day months) . In any case where any Interest Payment Date or date on which the principal of this Note is required to be paid is not a Business Day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or date on which the principal of this Note is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such Interest Payment Date or the date on which the principal of this Note is required to be paid.

C-2

If an Event of Default shall occur and be continuing, the principal of and interest on the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

As set forth in and subject to the provisions of the Indenture, no Holder of any Notes will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to such Notes, the Holders of not less than a majority in principal amount of the outstanding Notes affected by such Event of Default shall have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee and the Trustee shall have failed to institute such proceeding within 60 days; PROVIDED, HOWEVER, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of and any premium or interest on this Note on or after the respective due dates expressed here.

As provided in the Indenture and subject to certain limitations therein set forth, this Note may be transferred only as permitted by the legend hereto and the provisions of the Indenture.

The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof.

C-3

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise indicated herein.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

By:

Title:

Attest:

Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated:

This Note is one of the Notes of the series herein designated, described or provided for in the within- mentioned Indenture.

The Bank of New York, AS TRUSTEE

By:

AUTHORIZED SIGNATORY

C-4

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                            State

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

the within note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said note on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

C-5

EXHIBIT D
FORM OF NOTE

                            [FOLLOWING RELEASE DATE]

REGISTERED                                                            REGISTERED

                   Illinois Commerce Commission ID Number 5994

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                            SENIOR NOTE, __% DUE ____

CUSIP:                             PRINCIPAL AMOUNT:

ORIGINAL ISSUE DATE:               MATURITY DATE:

INTEREST RATE: NUMBER:

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of Illinois (the "COMPANY"), for value received hereby promises to pay to ____________ or registered assigns, the principal sum of ____________ DOLLARS ($___________) on the Maturity Date set forth above, and to pay interest thereon from ___________ or from the most recent date to which interest has been paid or duly provided for, semi-annually in arrears on __________ and __________ in each year, commencing ___________, at the per annum Interest Rate set forth above, until the principal hereof is paid or made available for payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Note is paid in full on the Maturity Date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will (except for interest payable on the Maturity Date or, if applicable, upon redemption or acceleration), as provided in the Indenture (as defined below), be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be the ___________ or ____________ , as the case may be, next preceding such Interest Payment Date; provided that the first Interest Payment Date for any Note, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided, that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture (referred to on the reverse hereof), any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Noteholders not more than fifteen days nor fewer than ten days prior to such Special Record Date. Principal, applicable premium and interest due at the Maturity of this Note shall be payable in immediately available funds when due upon presentation and surrender of this Note at the corporate trust office of the Trustee or at the authorized office of any paying agent in the Borough of Manhattan, The City and State of New York. Interest on this Note (other than interest payable at Maturity) shall be paid by check payable in clearinghouse funds to the Holder as its name appears on the

D-1

register; provided, that if the Trustee receives a written request from any Holder of Notes, the aggregate principal amount of all of which having the same Interest Payment Date as this Note equals or exceeds $10,000,000, on or before the applicable Regular Record Date for such Interest Payment Date, interest on the Note shall be paid by wire transfer of immediately available funds to a bank within the continental United States (designated by such Holder in its request or by direct deposit into the account of such Holder designated by such Holder in its request if such account is maintained with the Trustee or any paying agent.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

By:

Title:

Attest:

Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated:

This Note is one of the Notes of the series herein designated, described or provided for in the within- mentioned Indenture.

The Bank of New York, AS TRUSTEE

By:

AUTHORIZED SIGNATORY

D-2

[FORM OF REVERSE OF NOTE]
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
SENIOR NOTE, __% DUE ____

This Note is one of a duly authorized issue of Senior Notes, __% Due ____ Series (the "NOTES OF THIS SERIES") of the Company issued and to be issued under an Indenture dated as of December 1, 1998, between the Company and The Bank of New York, as trustee (herein called the "TRUSTEE", which term includes any successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the "INDENTURE"). Under the Indenture, one or more series of notes may be issued and, as used herein, the term "Notes" refers to the Notes of this Series and any other outstanding series of Notes. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $__________.

[Insert redemption provisions, if any]

Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months (and for any partial periods shall be calculated on the basis of the number of days elapsed in a 360-day year of twelve 30-day months). In any case where any Interest Payment Date or the date on which the principal of this Note is required to paid is not a Business Day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the date on which the principal of this Note is required to be paid, and, in the case of timely payment thereof, no interest shall accrue for the period from and after such Interest Payment Date or the date on which the principal of this Note is required to be paid.

If an Event of Default shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

D-3

As set forth in and subject to the provisions of the Indenture, no Holder of any Notes will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to such Notes, the Holders of not less than a majority in principal amount of the outstanding Notes affected by such Event of Default shall have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee and the Trustee shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of and any premium or interest on this Note on or after the respective due dates expressed here.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this

D-4

Note is registered as the owner thereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

D-5

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                            State

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

the within note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said note on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

D-6

Exhibit 4.5

REGISTERED REGISTERED

Illinois Commerce Commission ID Number 5994

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                          SENIOR NOTE, 5.375% DUE 2008

CUSIP: 153663BH1                        NUMBER: 1

ORIGINAL ISSUE DATE: December 22, 1998  PRINCIPAL AMOUNT: $15,000,000

INTEREST RATE: 5.375%                   MATURITY DATE: December 15, 2008

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of Illinois (the "COMPANY"), for value received hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000) on the Maturity Date set forth above, and to pay interest thereon from December 22, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on the June 15 and December 15 in each year, commencing June 15, 1999, at the per annum Interest Rate set forth above, until the principal hereof is paid or made available for payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Note is paid on the Maturity Date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date (except for interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration) will, as provided in the

Indenture (as defined below), be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be the May 31 or November 30, as the case may be, next preceding such Interest Payment Date; provided that the first Interest Payment Date for any part of this Note, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Noteholders not more than fifteen days or fewer than ten days prior to such Special Record Date. Payment of the principal of and interest and premium on this Note shall be payable pursuant to
Section 2.12(a) of the Indenture.

This Note is a Global Note in respect of a duly authorized issue of Senior Notes, 5.375% Due 2008 (the "NOTES OF THIS SERIES", which term includes any Global Notes representing such Notes) of the Company issued and to be issued under an Indenture dated as of December 1, 1998, between the Company and The Bank of New York, as trustee (the "TRUSTEE", which term includes any successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the "INDENTURE"). Under the Indenture, one or more series of notes may be issued and, as used herein, the term "Notes" refers to the Notes of this Series and any other outstanding series of Notes. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered. This Note has been issued in respect of the series designated on the first page hereof, limited in aggregate principal amount to $15,000,000.

circumstances prior to the Release Date as provided in the Indenture, the Company is permitted to reduce the aggregate principal amount of a series of Senior Note First Mortgage Bonds held by the Trustee, but in no event prior to the Release Date to an amount less than the aggregate outstanding principal amount of the series of Notes initially issued contemporaneously with such Senior Note First Mortgage Bonds.

Each Note of this Series will be redeemable, in whole or in part, at the option of the Company at any time at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest that the Company has not yet made on the Note (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate (as defined below) plus 15 basis points, plus accrued interest thereon to the date of redemption. The Company must provide the holders of each Note of this Series to be redeemed with a notice of redemption at least 30 and not more than 60 days before the redemption date.

"Adjusted Redemption Treasury Rate" means, with respect to any redemption date, the annual rate equal to the semi-annual equivalent yield to maturity or interpolated (on a 30/360 day count basis) yield to maturity of the Comparable Redemption Treasury Issue, assuming a price for the Comparable Redemption Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Redemption Treasury Price for such redemption date.

"Comparable Redemption Treasury Issue" means, with respect to each Note to be redeemed, the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of such Note to be redeemed that would be utilized at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Note.

"Comparable Redemption Treasury Price" means, with respect to any redemption date, (i) the average of the Redemption Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Redemption Reference Treasury Dealer Quotations (unless there is more than one highest or lowest quotation, in which case only one such highest and/or lowest quotation shall be excluded), or (ii) if the Quotation Agent obtains fewer than four such Redemption Reference Treasury Dealer Quotations, the average of all such Redemption Reference Treasury Dealer Quotations.

"Quotation Agent" means one of the Redemption Reference Treasury Dealers appointed as such agent by the Company.

"Redemption Reference Treasury Dealer" means Lehman Brothers Inc. and four other primary U.S. Government securities dealers in New York City selected by the Company.

"Redemption Reference Treasury Dealer Quotations" means, with respect to each Redemption Reference Treasury Dealer and any redemption date, the offer price for the Comparable Redemption Treasury Issue (expressed in each case as a percentage of its principal amount) for settlement on the redemption date quoted in writing to the Quotation Agent by such Redemption Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee and the Trustee shall have failed to institute such proceeding within 60 days; provided that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of and any premium or interest on this Note on or after the respective due dates expressed here.

As provided in the Indenture and subject to certain limitations therein set forth, this Note may be transferred only as permitted by the legend hereto and the provisions of the Indenture.

The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise indicated herein.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY

By: /s/ J. T. Birkett
   -------------------------------------
          J. T. Birkett

Title: Vice President
      ----------------------------------

Attest: /s/ J. A. Tisckos
       ---------------------------------
          J. A. Tisckos

Title: Assistant Secretary
      ----------------------------------

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated: December 22, 1998

This Note is one of the Notes of the series herein designated, described or provided for in the within- mentioned Indenture.

The Bank of New York, AS TRUSTEE

By: /s/ Robert J. [Illegible]
   -------------------------------
          AUTHORIZED SIGNATORY

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                       State

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

the within note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said note on the
books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

Signature(s) must be guaranteed by a
financial institution that is a member
of the Securities Transfer Agents
Medallion Program ("STAMP"), the Stock
Exchange Medallion Program ("SEMP") or
the New York Stock Exchange, Inc.
Medallion Signature Program("MSP").

Exhibit 4.6

REGISTERED REGISTERED

Illinois Commerce Commission ID Number 5994

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                          SENIOR NOTE, 6.125% DUE 2028

CUSIP: 153663BJ7                        NUMBER: 1

ORIGINAL ISSUE DATE: December 22, 1998  PRINCIPAL AMOUNT: $60,000,000

INTEREST RATE: 6.125%                   MATURITY DATE: December 15, 2028

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of Illinois (the "COMPANY"), for value received hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of SIXTY MILLION DOLLARS ($60,000,000) on the Maturity Date set forth above, and to pay interest thereon from December 22, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on the June 15 and December 15 in each year, commencing June 15, 1999, at the per annum Interest Rate set forth above, until the principal hereof is paid or made available for payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Note is paid on the Maturity Date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date (except for interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration) will, as provided in the

This Note is a Global Note in respect of a duly authorized issue of Senior Notes, 6.125% Due 2028 (the "NOTES OF THIS SERIES", which term includes any Global Notes representing such Notes) of the Company issued and to be issued under an Indenture dated as of December 1, 1998, between the Company and The Bank of New York, as trustee (the "TRUSTEE", which term includes any successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the "INDENTURE"). Under the Indenture, one or more series of notes may be issued and, as used herein, the term "Notes" refers to the Notes of this Series and any other outstanding series of Notes. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered. This Note has been issued in respect of the series designated on the first page hereof, limited in aggregate principal amount to $60,000,000.

Each Note of this Series will be redeemable, in whole or in part, at the option of the Company at any time at a redemption price equal to the greater of
(i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest that the Company has not yet made on the Note (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate (as defined below) plus 15 basis points, plus accrued interest thereon to the date of redemption. The Company must provide the holders of each Note of this Series to be redeemed with a notice of redemption at least 30 and not more than 60 days before the redemption date.

"Quotation Agent" means one of the Redemption Reference Treasury Dealers appointed as such agent by the Company.

"Redemption Reference Treasury Dealer" means Lehman Brothers Inc. and four other primary U.S. Government securities dealers in New York City selected by the Company.

As provided in the Indenture and subject to certain limitations therein set forth, this Note may be transferred only as permitted by the legend hereto and the provisions of the Indenture.

The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise indicated herein.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY

By: /s/ J. T. Birkett
   -------------------------------------
          J. T. Birkett

Title: Vice President
      ----------------------------------

Attest: /s/ J. A. Tisckos
       ---------------------------------
          J. A. Tisckos

Title: Assistant Secretary
      ----------------------------------

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated: December 22, 1998

This Note is one of the Notes of the series herein designated, described or provided for in the within- mentioned Indenture.

The Bank of New York, AS TRUSTEE

By: /s/ Robert J. [Illegible]
   -------------------------------
          AUTHORIZED SIGNATORY

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                      Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                       State

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

the within note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said note on the
books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

Signature(s) must be guaranteed by a
financial institution that is a member
of the Securities Transfer Agents
Medallion Program ("STAMP"), the Stock
Exchange Medallion Program ("SEMP") or
the New York Stock Exchange, Inc.
Medallion Signature Program("MSP").

                                                                       Exhibit 5

Patrick V. Reilly              Sorling, Northrup,          Elizabeth A. Urbance*
R. Gerald Barris*                Hanna, Cullen                     Mark O. Stern
Stephen A. Tagge                and Cochran, Ltd.                W. Jason Rankin
Michael A. Myers                Attorneys at Law                    Julie B. Cox
C. Clark Germann           Suite 800 Illinois Buildin         Theresa M. Cameron
Gary A. Brown                 607 East Adams Street           E. Zachary Dinardo
Stephen R. Kaufmann           Post Office Box 5131                        ------
Frederick B. Hoffmann         Springfield, IL 62705          Charles H. Northrup
William R. Enlow            Telephone: (217) 544-1144            Philip E. Hanna
Craig S. Burkhardt           Fax No.: (217) 522-3173            William B. Bates
Michael C. Connelly                                            William S. Hanley
Scott C. Helmholz*                                                    of counsel
John A. Kauerauf                                                           -----
James M. Morphew                                      Sorling, Catron and Hardin
Stephen J. Bochenek                                                  (1945-1975)
David A. Rolf                                                    Carl A. Sorling
Peggy J. Ryan                                                        (1944-1991)
Mark K. Cullen                                               B. Lacey Catron Jr.
Thomas H. Wilson                                                     (1944-1959)
Todd M. Turner                                                    John H. Hardin
R. Lee Allen                                                         (1945-1978)
Charles J. Northrup                                             George W. Cullen
                                                                     (1950-1986)
*also licensed in Missouri                                     Thomas L. Cochran
                                                                     (1956-1994)

April 23, 2001

Central Illinois Public Service Company
607 East Adams Street
Springfield, IL 62739

Ladies and Gentlemen:

We are acting as Illinois counsel for Central Illinois Public Service Company, an Illinois corporation (the "Company"), in connection with the filing by the Company with the Securities and Exchange Commission of the Registration Statement on Form S-3 (the "Registration Statement") with respect to $250,000,000 aggregate offering price of the Company's Senior Notes (the "Senior Notes") for issuance from time to time pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Senior Notes will be issued pursuant to an indenture dated as of December 1, 1998 between the Company and The Bank of New York, as trustee (the "Indenture").

In so acting, we have examined originals (or copies certified or otherwise identified to our satisfaction) of the Registration Statement, the form of Senior Note certificates, the Indenture, the Restated Articles of Incorporation and By-laws of the Company as in effect on the date hereof, corporate and other documents, records and papers and certificates of public officials.

On the basis of such examination, it is our opinion, assuming that (i) the applicable provisions of the Securities Act, the Trust Indenture Act of 1939, as amended, and the securities or "blue sky" laws of various states shall have been complied with and (ii) the Senior Notes shall have been duly authorized, executed, authenticated and delivered against the consideration therefor to be set forth in the supplement or supplements to the prospectus constituting a part of the Registration Statement, that the Senior Notes will be legally issued and will constitute the valid and binding obligations of the Company.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings "Legal Matters" and "Experts" in the related prospectus. In addition, we have prepared or reviewed the statements as to matters of law or legal conclusions expressed under "Description of Senior Note Mortgage Bonds--Security" in such

related prospectus. We are of the opinion that all such statements as to such matters are correct and we hereby consent to the making of such statements in the Registration Statement and to the use of our name in connection therewith.

Very truly yours,

C. Clark Germann

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 5, 2001 relating to the financial statements and financial statement schedule, which appear in Central Illinois Public Service Company's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
St. Louis, Missouri


April 23, 2001

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

Statement of Eligibility Under the

Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee

U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

     United States                                          41-0257700
(State of Incorporation)                               (I.R.S. Employer
                                                       Identification No.)

     U.S. Bank Trust Center
     180 East Fifth Street
     St. Paul, Minnesota                                    55101
(Address of Principal Executive Offices)                  (Zip Code)

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Exact name of Registrant as specified in its charter)

     Illinois                                               37-0211380
(State of Incorporation)                               (I.R.S. Employer
                                                       Identification No.)

     607 East Adams Street
     Springfield, Illinois                                  62739
(Address of Principal Executive Offices)                  (Zip Code)

FIRST MORTGAGE BONDS
(Title of the Indenture Securities)

GENERAL

1. GENERAL INFORMATION Furnish the following information as to the Trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers. Yes

2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any underwriter for the obligor is an affiliate of the Trustee, describe each such affiliation.
None

See Note following Item 16.

Items 3-15 are not applicable because to the best of the Trustee's knowledge the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

16. LIST OF EXHIBITS List below all exhibits filed as a part of this statement of eligibility and qualification.

1. Copy of Articles of Association.*

2. Copy of Certificate of Authority to Commence Business.*

3. Authorization of the Trustee to exercise corporate trust powers (included in Exhibits 1 and 2; no separate instrument).*

4. Copy of existing By-Laws.*

5. Copy of each Indenture referred to in Item 4. N/A.

6. The consents of the Trustee required by Section 321(b) of the act.

7. Copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority.

* Incorporated by reference to Registration Number 22-27000.

NOTE

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, U.S. Bank Trust National Association, an Association organized and existing under the laws of the United States, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Saint Paul and State of Minnesota on the 5th day of March, 2001.

U.S. BANK TRUST NATIONAL ASSOCIATION

                                        /s/ Gloriann Kessler
                                        ----------------------------------------
                                        Gloriann Kessler
                                        Vice President

/s/ Lori-Anne Rosenberg
----------------------------------
Lori-Anne Rosenberg
Assistant Secretary

EXHIBIT 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: March 5, 2001

U.S. BANK TRUST NATIONAL ASSOCIATION

/s/ Gloriann Kessler
----------------------------------------
Gloriann Kessler
Vice President

RC-01.A      RCON0081 Cash and Noninterest-Bearing Balances              60353
RC-01.B      RCON0071 Interest-Bearing Balances                              0
RC-02.A      RCON1754 Securities Held-to-Maturity                            0
RC-02.B      RCON1773 Securities Available-for-sale                       3153
RC-03        RCON1350 Fed Funds Sold & Secs Purchased                        0
RC-04.A      RCON2122 Loans and Leases Net Unearned Income                   0
RC-04.B      RCON3123 LESS: Allowance for Loan and Lease Lo                  0
RC-04.C      RCON3128 LESS: Allocated Transfer Risk Reserve                  0
RC-04.D      RCON2125 Total 4.A 4.B 4.C                                      0
RC-05        RCON3545 Trading Assets                                         0
RC-06        RCON2145 Premises and Fixed Assets                           3314
RC-07        RCON2150 Other Real Estate Owned                                0
RC-08        RCON2130 Investments in Unconsol Subs                           0
RC-09        RCON2155 Customer's Liability On Acceptances                    0
RC-10        RCON2143 Intangible Assets                                      0
RC-11        RCON2160 Other Assets                                       32576
RC-12        RCON2170 Total Assets                                       99396
RC-13.A      RCON2200 Deposits - Domestic Offices                            0
RC-13.A.1    RCON6631 Domestic Deposits - Nonint-Bearing                     0
RC-13.A.2    RCON6636 Domestic Deposits - Int-Bearing                        0
RC-14        RCON2800 Fed Funds Purchased & Secs Sold                        0
RC-15.A      RCON2840 Demand Notes to US Treasury                            0
RC-15.B      RCON3548 Trading Liabilities                                    0
RC-16.A      RCON2332 Other Borrowed Money: Maturity < 1yr                 108
RC-16.b      RCONA547 Other Borrowed Money: Maturity 1 - 3 yrs               0
RC-16.c      RCONA548 Other Borrowed Money: Maturity > 3yr                   0
RC-18        RCON2920 Bank's Liability on Acceptances                        0
RC-19        RCON3200 Subordinated Notes and Debentures                      0
RC-20        RCON2930 Other Liabilities                                  51545
RC-21        RCON2948 Total Liabilities                                  51653
RC-23        RCON3838 Perpetual Preferred Stock & Surplus                    0
RC-24        RCON3230 Common Stock                                        1000
RC-25        RCON3839 Surplus (exclude preferred stock)                  24000
RC-26.A      RCON3632 Undivided Profits/Capital Reserves                 22741
RC-26.B      RCON8434 Unrealized holding gain(loss) secur.                   2
RC-26.C      RCON4336 Accum net gains (loss) on cash hedge                   0
RC-28        RCON3210 Total Equity/Capital                               47743
RC-29        RCON3300 Total Liab/Stock/Eq/Capital                        99396
RC-M.1       RCON6724 Auditor memo                                         N/A
RCA1.A       RCON0020 Cash Items in Process of Collection                   23
RCA1.B       RCON0080 Currency and Coin                                      0
RCA2.A       RCON0083 Due from US Dep'y/Agency For Banks                     0
RCA2.B       RCON0085 Due from Other US Dep'y                            60325
RCA3.A       RCON0073 Due from For Branches of US Banks                      0
RCA3.B       RCON0074 Due from Other For Banks                               5
RCA4         RCON0090 Due from Federal Reserve Banks                         0
RCA5         RCON0010 Total Balances Due & Cash                          60353
RCAM.1       RCON0050 Memoranda: Nonint Due From US Coml                 60325
RCB1.A       RCON0211 Held: Cost: US Treasury Securities                     0
RCB1.B       RCON0213 Held: Value: US Treasury Securities                    0
RCB1.C       RCON1286 Sale: Cost: US Treasury Securities                   251
RCB1.D       RCON1287 Sale: Value: US Treasury Securities                  253
RCB2.A.A     RCON1289 Held: Cost: Obligations US agencies                    0
RCB2.A.B     RCON1290 Held: Value: Obligations US agencies                   0
RCB2.A.C     RCON1291 Sale: Cost: Obligations US agencies                    0
RCB2.A.D     RCON1293 Sale: Value: Obligations US agencies                   0
RCB2.B.A     RCON1294 Held: Cost: Obligations US sponsored                   0

RCB2.B.B     RCON1295 Held: Value: Obligations US sponsored                  0
RCB2.B.C     RCON1297 Sale: Cost: Obligations US sponsored                   0
RCB2.B.D     RCON1298 Sale: Value: Obligations US sponsored                  0
RCB3.A.A     RCON1676 Held: Cost: General Obligations                        0
RCB3.A.B     RCON1677 Held: Value: General Obligations                       0
RCB3.A.C     RCON1678 Sale: Cost: General Obligations                        0
RCB3.A.D     RCON1679 Sale: Value: General Obligations                       0
RCB3.B.A     RCON1681 Held: Cost: Revenue Obligations                        0
RCB3.B.B     RCON1686 Held: Value: Revenue Obligations                       0
RCB3.B.C     RCON1690 Sale: Cost: Revenue Obligations                        0
RCB3.B.D     RCON1691 Sale: Value: Revenue Obligations                       0
RCB3.C.A     RCON1694 Held: Cost: Industrial Obligations                     0
RCB3.C.B     RCON1695 Held: Value: Industrial Obligations                    0
RCB3.C.C     RCON1696 Sale: Cost: Industrial Obligations                     0
RCB3.C.D     RCON1697 Sale: Value: Industrial Obligations                    0
RCB4.A.1.A   RCON1698 Held: Cost: Security Guaranteed GNMA                   0
RCB4.A.1.B   RCON1699 Held: Value: Security Guaranteed GNMA                  0
RCB4.A.1.C   RCON1701 Sale: Cost: Security Guaranteed GNMA                   0
RCB4.A.1.D   RCON1702 Sale: Value: Security Guaranteed GNMA                  0
RCB4.A.2.A   RCON1703 Held: Cost: Security Issued FNMA                       0
RCB4.A.2.B   RCON1705 Held: Value: Security Issued FNMA                      0
RCB4.A.2.C   RCON1706 Sale: Cost: Security Issued FNMA                       0
RCB4.A.2.D   RCON1707 Sale: Value: Security Issued FNMA                      0
RCB4.A.3.A   RCON1709 Held: Cost: Other Pass-through Secs                    0
RCB4.A.3.B   RCON1710 Held: Value: Other Pass-through Secs                   0
RCB4.A.3.C   RCON1711 Sale: Cost: Other Pass-through Secs                    0
RCB4.A.3.D   RCON1713 Sale: Value: Other Pass-through Secs                   0
RCB4.B.1.A   RCON1714 Held: Cost: Issued/Guar. FNMA, etc.                    0
RCB4.B.1.B   RCON1715 Held: Value: Issued/Guar. FNMA, etc.                   0
RCB4.B.1.C   RCON1716 Sale: Cost: Issued/Guar. FNMA, etc.                    0
RCB4.B.1.D   RCON1717 Sale: Value: Issued/Guar. FNMA, etc.                   0
RCB4.B.2.A   RCON1718 Held: Cost: Collateralized MBS -FNMA                   0
RCB4.B.2.B   RCON1719 Held: Value: Collateralized MBS -FNMA                  0
RCB4.B.2.C   RCON1731 Sale: Cost: Collateralized MBS -FNMA                   0
RCB4.B.2.D   RCON1732 Sale: Value: Collateralized MBS -FNMA                  0
RCB4.B.3.A   RCON1733 Held: Cost: Other MBS                                  0
RCB4.B.3.B   RCON1734 Held: Value: Other MBS                                 0
RCB4.B.3.C   RCON1735 Sale: Cost: Other MBS                                  0
RCB4.B.3.D   RCON1736 Sale: Value: Other MBS                                 0
RCB5.A.A     RCON1737 Held: Cost: Other Domestic Debt Sec.                   0
RCB5.A.B     RCON1738 Held: Value: Other Domestic Debt Sec.                  0
RCB5.A.C     RCON1739 Sale: Cost: Other Domestic Debt Sec.                   0
RCB5.A.D     RCON1741 Sale: Value: Other Domestic Debt Sec.                  0
RCB5.B.A     RCON1742 Held: Cost: Foreign Debt Securities                    0
RCB5.B.B     RCON1743 Held: Value: Foreign Debt Securities                   0
RCB5.B.C     RCON1744 Sale: Cost: Foreign Debt Securities                    0
RCB5.B.D     RCON1746 Sale: Value: Foreign Debt Securities                   0
RCB6.A.C     RCONA510 Sale: Cost: Securities Mutual Funds                    0
RCB6.A.D     RCONA511 Sale: Value: Securities Mutual Funds                   0
RCB6.B.C     RCON1752 Sale: Cost: Other Equity Securities                 2900
RCB6.B.D     RCON1753 Sale: Value: Other Equity Securities                2900
RCB7.A       RCON1754 Total Amort Cost- Held To Maturity                     0
RCB7.B       RCON1771 Total Fair Value- Held To Maturity                     0
RCB7.C       RCON1772 Total Amort Cost- Available For Sale                3151
RCB7.D       RCON1773 Total Fair Value- Available For Sale                3153
RCBM.1       RCON0416 Memoranda: Pledged securities                        253
RCBM.2.A.1   RCONA549 Non-mortgage debt < 3 months                           0

RCBM.2.A.2   RCONA550 Non-mortgage debt 3 - 12 months                        0
RCBM.2.A.3   RCONA551 Non-mortgage debt 1 - 3 yrs                          253
RCBM.2.A.4   RCONA552 Non-mortgage debt 3 - 5 yrs                            0
RCBM.2.A.5   RCONA553 Non-mortgage debt 5 - 15 yrs                           0
RCBM.2.A.6   RCONA554 Non-mortgage debt > 15 yrs                             0
RCBM.2.B.1   RCONA555 Mortgage pass-through < 3 months                       0
RCBM.2.B.2   RCONA556 Mortgage pass-through 3 - 12 months                    0
RCBM.2.B.3   RCONA557 Mortgage pass-through 1 - 3 yrs                        0
RCBM.2.B.4   RCONA558 Mortgage pass-through 3 - 5 yrs                        0
RCBM.2.B.5   RCONA559 Mortgage pass-through 5 - 15 yrs                       0
RCBM.2.B.6   RCONA560 Mortgage pass-through > 15 yrs                         0
RCBM.2.C.1   RCONA561 Other mortgage-backed sec < 3 yrs                      0
RCBM.2.C.2   RCONA562 Other mortgage-backed sec > 3 yrs                      0
RCBM.2.D     RCONA248 Total debt securities < 1 yr                           0
RCBM.7       RCON1778 Amortized Cost Held Securities Sold                    0
RCBM.9.A     RCON8782 Structured Notes - Amortized Cost                      0
RCBM.9.B     RCON8783 Structured Notes - Fair Value                          0
RCC01.A      RCON1415 Const/Development                                      0
RCC01.B      RCON1420 Secured by Farmland                                    0
RCC01.C.1    RCON1797 Secured by 1-4: revolving, open-end                    0
RCC01.C.2A   RCON5367 Secured by 1-4: Other (first liens)                    0
RCC01.C.2B   RCON5368 Secured by 1-4: Other (junior liens)                   0
RCC01.D      RCON1460 Secured by 5+                                          0
RCC01.E      RCON1480 Secured by Nonfarm Nonresidential                      0
RCC02.A.1    RCON1506 To US Coml Branches of For Banks                       0
RCC02.A.2    RCON1507 To Other US Coml                                       0
RCC02.B      RCON1517 To Other US Dep'y                                      0
RCC02.C.1    RCON1513 To For Branches of US Banks                            0
RCC02.C.2    RCON1516 To Other Banks in Foreign Countries                    0
RCC03        RCON1590 Ag/Farm Loans                                          0
RCC04.A      RCON1763 Coml/Indl (US Addressee)                               0
RCC04.B      RCON1764 Coml/Indl (Non-US Addressee)                           0
RCC05        RCON1755 Acceptances of Other Banks                             0
RCC06.A      RCON2008 Credit Cards                                           0
RCC06.B      RCON2011 Other Consumer                                         0
RCC07        RCON2081 Loans to Foreign Govt                                  0
RCC08        RCON2107 Obligations US States & Subdivisions                   0
RCC09.A      RCON1545 Loans for Securities                                   0
RCC09.B      RCON1564 All Other Loans                                        0
RCC10        RCON2165 Lease Financing Receivables                            0
RCC11        RCON2123 LESS: Any Unearned Income                              0
RCC12        RCON2122 Total Loans/Leases                                     0
RCCM.2.A     RCON1617 Memoranda: Restruc'd RE Loans                          0
RCCM.2.B     RCON8691 Memoranda: Restruc'd Loans & Leases                    0
RCCM.3.A.1   RCONA564 Loans sec by real estate < 3 months                    0
RCCM.3.A.2   RCONA565 Loans sec by real estate 3 - 12 months                 0
RCCM.3.A.3   RCONA566 Loans sec by real estate 1 - 3 yrs                     0
RCCM.3.A.4   RCONA567 Loans sec by real estate 3 - 5 yrs                     0
RCCM.3.A.5   RCONA568 Loans sec by real estate 5 - 15 yrs                    0
RCCM.3.A.6   RCONA569 Loans sec by real estate > 15 yrs                      0
RCCM.3.B.1   RCONA570 Other loans and leases < 3 months                      0
RCCM.3.B.2   RCONA571 Other loans and leases 3 - 12 months                   0
RCCM.3.B.3   RCONA572 Other loans and leases 1 - 3 yrs                       0
RCCM.3.B.4   RCONA573 Other loans and leases 3 - 5 yrs                       0
RCCM.3.B.5   RCONA574 Other loans and leases 5 - 15 yrs                      0
RCCM.3.B.6   RCONA575 Other loans and leases > 15 yrs                        0
RCCM.3.C     RCONA247 Total loans and leases < 1 yr                          0

RCCM.3.D     RCONA577 Loans sec by nonfarm, nonres > 5 yrs                   0
RCCM.3.E     RCONA578 Commercial and indust. > 3 yrs                         0
RCCM.4       RCON2746 Loans to fin comm real est, const, la                  0
RCCM.5       RCON5369 Loans & leases held for sale                           0
RCCM.6       RCON5370 Adj rate closed-end loans sec 1-4 fam                  0
RCCP2.01     RCON6999 YES/NO - RCC01.E & RCC04 >= $ 100,000                  0
RCCP2.02AA   RCON5562 Number of Loans RCC01.E                              N/A
RCCP2.02BA   RCON5563 Number of Loans RCC04                                N/A
RCCP2.03AA   RCON5564 Number of Loans RCC01.E Orig < = $100K               N/A
RCCP2.03AB   RCON5565 Amount of Loans RCC01.E Orig < = $100K               N/A
RCCP2.03BA   RCON5566 # of Loans RCC01.E $100K < Orig < = $250K            N/A
RCCP2.03BB   RCON5567 $ of Loans RCC01.E $100K < Orig < = $250K            N/A
RCCP2.03CA   RCON5568 # of Loans RCC01.E $250K < Orig < = $1M              N/A
RCCP2.03CB   RCON5569 $ of Loans RCC01.E $250K < Orig < = $1M              N/A
RCCP2.04AA   RCON5570 Number of Loans RCC04 Orig < = $100K                 N/A
RCCP2.04AB   RCON5571 Amount of Loans RCC04 Orig < = $100K                 N/A
RCCP2.04BA   RCON5572 # of Loans RCC04 $100K < Orig < = $250K              N/A
RCCP2.04BB   RCON5573 $ of Loans RCC04 $100K < Orig < = $250K              N/A
RCCP2.04CA   RCON5574 # of Loans RCC04 $250K < Orig < = $1M                N/A
RCCP2.04CB   RCON5575 $ of Loans RCC04 $250K < Orig < = $1M                N/A
RCCP2.05     RCON6860 YES/NO - RCC01.B & RCC03 >= $ 100,000                  0
RCCP2.06AA   RCON5576 Number of Loans RCC01.B                              N/A
RCCP2.06BA   RCON5577 Number of Loans RCC03                                N/A
RCCP2.07AA   RCON5578 Number of Loans RCC01.B Orig < = $100K               N/A
RCCP2.07AB   RCON5579 Amount of Loans RCC01.B Orig < = $100K               N/A
RCCP2.07BA   RCON5580 # of Loans RCC01.B $100K < Orig < = $250K            N/A
RCCP2.07BB   RCON5581 $ of Loans RCC01.B $100K < Orig < = $250K            N/A
RCCP2.07CA   RCON5582 # of Loans RCC01.B $250K < Orig < = $500K            N/A
RCCP2.07CB   RCON5583 $ of Loans RCC01.B $250K < Orig < = $500K            N/A
RCCP2.08AA   RCON5584 Number of Loans RCC03 - Orig < = $100K               N/A
RCCP2.08AB   RCON5585 Amount of Loans RCC03 - Orig < = $100K               N/A
RCCP2.08BA   RCON5586 # of Loans RCC03 - $100K < Orig < = $250K            N/A
RCCP2.08BB   RCON5587 $ of Loans RCC03 - $100K < Orig < = $250K            N/A
RCCP2.08CA   RCON5588 # of Loans RCC03 - $250K < Orig < = $500K            N/A
RCCP2.08CB   RCON5589 $ of Loans RCC03 - $250K < Orig < = $500K            N/A
RCE1.A       RCON2201 Private - Transaction                                  0
RCE1.B       RCON2240 Private - Demand                                       0
RCE1.C       RCON2346 Private - Nontransaction                               0
RCE2.A       RCON2202 USG - Transaction                                      0
RCE2.B       RCON2280 USG - Demand                                           0
RCE2.C       RCON2520 USG - Nontransaction                                   0
RCE3.A       RCON2203 State/Local - Transaction                              0
RCE3.B       RCON2290 State/Local - Demand                                   0
RCE3.C       RCON2530 State/Local - Nontransaction                           0
RCE4.A       RCON2206 US Coml - Transaction                                  0
RCE4.B       RCON2310 US Coml - Demand                                       0
RCE4.C       RCON2550 US Coml - Nontransaction accounts                      0
RCE5.A       RCON2207 Other US Dep'y - Transaction                           0
RCE5.B       RCON2312 Other US Dep'y - Demand                                0
RCE5.C       RCON2349 Other US Dep'y - Nontransaction                        0
RCE6.B       RCON2320 Foreign Banks - Demand                                 0
RCE6.C       RCON2236 Foreign Banks - Nontransaction accnts                  0
RCE7.A       RCON2216 Foreign Govt - Transaction                             0
RCE7.B       RCON2300 Foreign Govt - Demand                                  0
RCE7.C       RCON2377 Foreign Govt - Nontransaction                          0
RCE8.A       RCON2330 Certified Checks - Transaction                         0
RCE8.B       RCON2330 Certified Checks - Demand                              0

RCE9.A       RCON2215 Total Tansaction Accounts                              0
RCE9.B       RCON2210 Total Demand Deposits                                  0
RCE9.C       RCON2385 Total Nontransaction Accounts                          0
RCEM.1.A     RCON6835 Memoranda: IRA/KEOGH                                   0
RCEM.1.B     RCON2365 Memoranda: Brokered Deposits                           0
RCEM.1.C.1   RCON2343 Memoranda: Brokered < $100K                            0
RCEM.1.C.2   RCON2344 Memoranda: Brokered Part < $100K                       0
RCEM.1.D.1   RCONA243 Memoranda: Deps Denominated < 100,000                  0
RCEM.1.D.2   RCONA244 Memoranda: Deps Denominated => 100,000                 0
RCEM.1.E     RCON5590 Memoranda: Preferred Deposits                          0
RCEM.2.A.1   RCON6810 Memoranda: MMDAs                                       0
RCEM.2.A.2   RCON0352 Memoranda: Other Savings                               0
RCEM.2.B     RCON6648 Memoranda: Time Deposits < $100K                       0
RCEM.2.C     RCON2604 Memoranda: Time Deposits > $100,000                    0
RCEM.3       RCON2398 Memoranda: All NOW Accounts                            0
RCEM.5.A.1   RCONA579 Time dep < 100k maturity: < 3 months                   0
RCEM.5.A.2   RCONA580 Time dep < 100k maturity: 3 - 12 months                0
RCEM.5.A.3   RCONA581 Time dep < 100k maturity: 1 - 3 yrs                    0
RCEM.5.A.4   RCONA582 Time dep < 100k maturity: > 3 yrs                      0
RCEM.5.B     RCONA241 Time dep < 100k maturity: < 1 yr                       0
RCEM.6.A.1   RCONA584 Time dep > 100k maturity: < 3 months                   0
RCEM.6.A.2   RCONA585 Time dep > 100k maturity: 3 - 12 months                0
RCEM.6.A.3   RCONA586 Time dep > 100k maturity: 1 - 3 yrs                    0
RCEM.6.A.4   RCONA587 Time dep > 100k maturity: > 3 yrs                      0
RCEM.6.B     RCONA242 Time dep > 100k maturity: < 1 yr                       0
RCF1         RCON2164 Income Earned, Not Collected Loans                     0
RCF2         RCON2148 Net Deferred Assets                                 1977
RCF3.A       RCONA519 Interest Only Strip: Mortgage Loans                    0
RCF3.B       RCONA520 Interest Only Strip: Other Assets                      0
RCF4         RCON2168 Other Assets                                       30599
RCF4.A       RCON3549 Other Assets - Line A                              13459
RCF4.B       RCON3550 Other Assets - Line B                                N/A
RCF4.C       RCON3551 Other Assets - Line C                                N/A
RCF5         RCON2160 Total Other Assets                                 32576
RCFM.1       RCON5610 Memo: Deferred Tax Assets Disallowed                   0
RCG1.A       RCON3645 Expenses Accrued and Unpaid on deposi                  0
RCG1.B       RCON3646 Other Expenses Accrued and Unpaid                  15876
RCG2         RCON3049 Net Deferred Liabilities                               0
RCG3         RCON3000 Minority Interest in Subsidiaries                      0
RCG4         RCON2938 Other Liabilities                                  35669
RCG4.A       RCON3552 Other Liabilities - Line A                         29538
RCG4.B       RCON3553 Other Liabilities - Line B                           N/A
RCG4.C       RCON3554 Other Liabilities - Line C                           N/A
RCG5         RCON2930 Total Other Liabilities                            51545
RCK01        RCON3381 Interest-Bearing Due From                              0
RCK02        RCON3382 US Govt/Treasury Securities                          251
RCK03        RCON3383 State/Local Securities                                 0
RCK04.A      RCON3647 Other debt Securities                                  0
RCK04.B      RCON3648 Other equity Securities                              820
RCK05        RCON3365 Fed Funds Sold                                         0
RCK06.A      RCON3286 Real Estate Loans                                      0
RCK06.B      RCON3287 Installment Loans                                      0
RCK06.C      RCON3288 Credit Cards                                           0
RCK06.D      RCON3289 Commercial Loans                                       0
RCK07        RCON3401 Trading Assets                                         0
RCK08        RCON3484 Lease Financing Receivables                            0
RCK09        RCON3368 Total Assets                                      107310

RCK10        RCON3485 Transaction Accounts                                   0
RCK11.A      RCON3486 MMDAs                                                  0
RCK11.B      RCON3487 Other Savings                                          0
RCK11.C      RCONA514 Time Deposits > $100,000                               0
RCK11.D      RCONA529 Time Deposits < $100,000                               0
RCK12        RCON3353 Fed Funds Purchased                                    0
RCK13        RCON3355 Other Borrowed Money                                   0
RCKM.1       RCON3379 Ag Loans in 6.A-6.D                                  N/A
RCL01.A      RCON3814 Unused Commits: Revolv Lines Secured                   0
RCL01.B      RCON3815 Unused Commits: Credit Card Lines                      0
RCL01.C1     RCON3816 Unused Commits: Comm Real Est, securd                  0
RCL01.C2     RCON6550 Unused Commits: Comm Real Est, not sc                  0
RCL01.D      RCON3817 Unused Commits: Securities Underwrit                   0
RCL01.E      RCON3818 Unused Commits: Other Unused Commits                   0
RCL02        RCON3819 Fincl Standby Letters of Credit                        0
RCL02.A      RCON3820 Amount Fincl Standby Letters Conveyed                  0
RCL03        RCON3821 Perfm Standby Letters of Credit                        0
RCL03.A      RCON3822 Amount Perfm Standby Letters Conveyed                  0
RCL04        RCON3411 Commercl & Similar Letters of Credit                   0
RCL05        RCON3428 Participations in Acceptncs Conveyed                   0
RCL06        RCON3429 Participations in Acceptncs Acquired                   0
RCL07        RCON3432 Securities Borrowed                                    0
RCL08        RCON3433 Securities Lent                                        0
RCL09.A.1    RCONA521 1-4 Family: Outstanding Balance                        0
RCL09.A.2    RCONA522 1-4 Family: Amount of Recourse                         0
RCL09.B.1    RCONA523 Other Assets: Outstanding Balance                      0
RCL09.B.2    RCONA524 Other Assets: Amount of Recourse                       0
RCL09.C.1    RCONA249 Small bus oblig:outstnding principal                   0
RCL09.C.2    RCONA250 Small bus oblig:amnt of retained rcrs                  0
RCL10.A      RCONA534 Credit Deriatives: Guarantor                           0
RCL10.B      RCONA535 Credit Deriatives: Benificiary                         0
RCL11        RCON8765 Spot Foreign Exchange Contracts                        0
RCL12        RCON3430 Other Off-Balance Sheet Liabilities                    0
RCL12.A      RCON3555 Other Off-Balance Sheet Liabilities-A                N/A
RCL12.B      RCON3556 Other Off-Balance Sheet Liabilities-B                N/A
RCL12.C      RCON3557 Other Off-Balance Sheet Liabilities-C                N/A
RCL12.D      RCON3558 Other Off-Balance Sheet Liabilities-D                N/A
RCL13        RCON5591 All Other Off-Balance Sheet Assets                     0
RCL13.A      RCON5592 Other Off-Balance Sheet Assets - A                   N/A
RCL13.B      RCON5593 Other Off-Balance Sheet Assets - B                   N/A
RCL13.C      RCON5594 Other Off-Balance Sheet Assets - C                   N/A
RCL13.D      RCON5595 Other Off-Balance Sheet Assets - D                   N/A
RCL14.A.A    RCON8693 Int Rate Contracts - Gross Futures                     0
RCL14.A.B    RCON8694 Forgn Exch Contracts - Gross Futures                   0
RCL14.A.C    RCON8695 Equity Contracts - Gross Futures                       0
RCL14.A.D    RCON8696 Commodity Contracts - Gross Futures                    0
RCL14.B.A    RCON8697 Int Rate Contracts - Gross Forwards                    0
RCL14.B.B    RCON8698 Forgn Exch Contracts - Gross Forwards                  0
RCL14.B.C    RCON8699 Equity Contracts - Gross Forwards                      0
RCL14.B.D    RCON8700 Commodity Contracts - Gross Forwards                   0
RCL14.C.1A   RCON8701 Int Rate Contracts - Exchg Trad Wrttn                  0
RCL14.C.1B   RCON8702 Forgn Exch Contracts - Exchg Trad Wrt                  0
RCL14.C.1C   RCON8703 Equity Contracts - Exchg Trad Written                  0
RCL14.C.1D   RCON8704 Commodity Contracts - Exchg Trad Wrtn                  0
RCL14.C.2A   RCON8705 Int Rate Contracts - Exchg Trad Purch                  0
RCL14.C.2B   RCON8706 Forgn Exch Contracts - Exchg Trad Pur                  0
RCL14.C.2C   RCON8707 Equity Contracts - Exchg Trad Purchas                  0

RCL14.C.2D   RCON8708 Commodity Contracts - Exchg Trade Pur                  0
RCL14.D.1A   RCON8709 Int Rate Contracts - OTC Written Optn                  0
RCL14.D.1B   RCON8710 Forgn Exch Contracts - OTC Wrtn Optns                  0
RCL14.D.1C   RCON8711 Equity Contracts - OTC Written Option                  0
RCL14.D.1D   RCON8712 Commodity Contracts - OTC Written Opt                  0
RCL14.D.2A   RCON8713 Int Rate Contracts - OTC Purchased Op                  0
RCL14.D.2B   RCON8714 Forgn Exch Contracts - OTC Purchased                   0
RCL14.D.2C   RCON8715 Equity Contracts - OTC Purchased Optn                  0
RCL14.D.2D   RCON8716 Commodity Contracts - OTC Purch Optn                   0
RCL14.E.A    RCON3450 Int Rate Contracts - Gross Swaps                       0
RCL14.E.B    RCON3826 Forgn Exch Contracts - Gross Swaps                     0
RCL14.E.C    RCON8719 Equity Contracts - Gross Swaps                         0
RCL14.E.D    RCON8720 Commodity Contracts - Gross Swaps                      0
RCL15.A      RCONA126 Int Rate Contracts - Gross Held Trade                  0
RCL15.B      RCONA127 Forgn Exch Contracts - Gross Held Trd                  0
RCL15.C      RCON8723 Equity Contracts - Gross Held Trading                  0
RCL15.D      RCON8724 Commodity Contracts - Gross Held Trad                  0
RCL16.A.A    RCON8725 Int Rate Contracts - Marked to Market                  0
RCL16.A.B    RCON8726 Forgn Exch Contracts - Marked to Mrkt                  0
RCL16.A.C    RCON8727 Equity Contracts - Marked to Market                    0
RCL16.A.D    RCON8728 Commodity  Contracts - Marked to Mrkt                  0
RCL16.B.A    RCON8729 Int Rate Contracts - NOT Marked                        0
RCL16.B.B    RCON8730 Forgn Exch Contracts - NOT Marked                      0
RCL16.B.C    RCON8731 Equity Contracts - NOT Marked                          0
RCL16.B.D    RCON8732 Commodity Contracts - NOT Marked                       0
RCL16.C.A    RCONA589 Int Rate Contracts - bank pays fixed                   0
RCL17.A.1A   RCON8733 Int Rate Contracts Held - Pos Values                   0
RCL17.A.1B   RCON8734 Forgn Exch Contracts Held - Pos Value                  0
RCL17.A.1C   RCON8735 Equity Contracts Held - Pos Values                     0
RCL17.A.1D   RCON8736 Commodity Contracts Held - Pos Value                   0
RCL17.A.2A   RCON8737 Int Rate Contracts Held - Neg Values                   0
RCL17.A.2B   RCON8738 Forgn Exch Contracts Held - Neg Value                  0
RCL17.A.2C   RCON8739 Equity Contracts Held - Neg Values                     0
RCL17.A.2D   RCON8740 Commodity Contracts Held - Neg Value                   0
RCL17.B.1A   RCON8741 Int Rate Contracts Markd- Pos Values                   0
RCL17.B.1B   RCON8742 Forgn Exch Contracts Markd- Pos Value                  0
RCL17.B.1C   RCON8743 Equity Contracts Markd- Pos Values                     0
RCL17.B.1D   RCON8744 Commodity Contracts Markd- Pos Value                   0
RCL17.B.2A   RCON8745 Int Rate Contracts Markd- Neg Values                   0
RCL17.B.2B   RCON8746 Forgn Exch Contracts Markd- Neg Value                  0
RCL17.B.2C   RCON8747 Equity Contracts Markd- Neg Values                     0
RCL17.B.2D   RCON8748 Commodity Contracts Markd- Neg Value                   0
RCL17.C.1A   RCON8749 Int Rate Contracts Not Markd - PosVal                  0
RCL17.C.1B   RCON8750 Forgn Exch Contracts Not Markd-PosVal                  0
RCL17.C.1C   RCON8751 Equity Contracts Not Markd - PosVal                    0
RCL17.C.1D   RCON8752 Commodity Contracts Not Markd-PosVal                   0
RCL17.C.2A   RCON8753 Int Rate Contracts Not Markd - NegVal                  0
RCL17.C.2B   RCON8754 Forgn Exch Contracts Not Markd-NegVal                  0
RCL17.C.2C   RCON8755 Equity Contracts Not Markd - NegVal                    0
RCL17.C.2D   RCON8756 Commodity Contracts Not Markd-NegVal                   0
RCLM.3       RCON3833 Unused Commitments > 1 year                            0
RCLM.3.A     RCON3834 Unused Commitments > 1 year                            0
RCM01.A      RCON6164 Credit to Executives/Principals                        0
RCM01.B      RCON6165 Num of Exec Who Borrowed $500,000/5%                   0
RCM02        RCON3405 Fed Funds Sold - Foreign Banks                         0
RCM04.A      RCON5500 O/S Bal Mortgages Serviced - GNMA                      0
RCM04.B.1    RCON5501 O/S Bal Morts Serviced-FHLMC w/ recou                  0

RCM04.B.2    RCON5502 O/S Bal Morts Serviced-FHLMC w/o rec                   0
RCM04.C.1    RCON5503 O/S Bal Morts Serviced-FNMA Reg optn                   0
RCM04.C.2    RCON5504 O/S Bal Morts Serviced-FNMA Spec optn                  0
RCM04.D      RCON5505 O/S Bal Morts Serviced-All other                       0
RCM06.A      RCON3164 Mortgage Servicing Rights                              0
RCM06.A.1    RCONA590 Est fair value of mort servicing rights                0
RCM06.B.1    RCONB026 Other - Purchased Credit Card Rels                     0
RCM06.B.2    RCON5507 Other Intangible Assets                                0
RCM06.C      RCON3163 Goodwill                                               0
RCM06.D      RCON2143 Total Intangible Assets                                0
RCM06.E      RCON6442 Intangible Assets Grandfathered                        0
RCM07        RCON3295 Mandatory Convertible Debt Dedictated                  0
RCM08.A.1    RCON5372 Othr Real Estate - Direct & Indirect                   0
RCM08.A.2A   RCON5508 Othr Real Estate - All other Real Est                  0
RCM08.A.2B   RCON5509 Othr Real Estate - Farmland                            0
RCM08.A.2C   RCON5510 Othr Real Estate - 1-4 Family Residnt                  0
RCM08.A.2D   RCON5511 Othr Real Estate - Multifamily Resid                   0
RCM08.A.2E   RCON5512 Othr Real Estate - Nonfarm Nonresiden                  0
RCM08.A.3    RCON2150 Othr Real Estate - Total                               0
RCM08.B.1    RCON5374 Inves - Direct & Indirect invest R/E                   0
RCM08.B.2    RCON5375 Inves - All othr invest unconsol subs                  0
RCM08.B.3    RCON2130 Investmnts in unconsold subs - Total                   0
RCM09        RCON3778 Noncumulative Perpetual Pref Stock                     0
RCM10.A      RCON6441 Mutual Fund: Money Market Funds                        0
RCM10.B      RCON8427 Mutual Fund: Equity Securities                         0
RCM10.C      RCON8428 Mutual Fund: Debt Securities                           0
RCM10.D      RCON8429 Mutual Fund: Other Mutual Funds                        0
RCM10.E      RCON8430 Mutual Fund: Annuities                                 0
RCM10.F      RCON8784 Mutual Fund: Proprietary                               0
RCM11        RCONA525 Net unamortized gains (Sched RC)                       0
RCM12        RCONA526 Assets Netted Against (Sched RC)                       0
RCM13        RCONA591 Outstanding principal balance serviced                 0
RCMM.01      RCON3836 Interbank Holdings: Reciprocal    DEC                  0
RCN1.A       RCON1210 RE - US: 30-89 Days                                    0
RCN1.B       RCON1211 RE - US: 90+ Days                                      0
RCN1.C       RCON1212 RE - US: Nonaccrual                                    0
RCN2.A       RCON1214 Installment: 30-89 Days                                0
RCN2.B       RCON1215 Installment: 90+ Days                                  0
RCN2.C       RCON1216 Installment: Nonaccrual                                0
RCN3.A       RCON1218 Consumer: 30-89 Days                                   0
RCN3.B       RCON1219 Consumer: 90+ Days                                     0
RCN3.C       RCON1220 Consumer: Nonaccrual                                   0
RCN4.A       RCON1222 Commercial: 30-89 Days                                 0
RCN4.B       RCON1223 Commercial: 90+ Days                                   0
RCN4.C       RCON1224 Commercial: Nonaccrual                                 0
RCN5.A       RCON1226 Leases: 30-89 Days                                     0
RCN5.B       RCON1227 Leases: 90+ Days                                       0
RCN5.C       RCON1228 Leases: Nonaccrual                                     0
RCN6.A       RCON3505 Debt securities: 30-89 Days                            0
RCN6.B       RCON3506 Debt securities: 90+ Days                              0
RCN6.C       RCON3507 Debt securities: Nonaccrual                            0
RCN7.A       RCON5612 Loans/Leases US Guaranteed-30-89 Days                  0
RCN7.A.A     RCON5615 Loans/Leases Guaranteed: 30-89 Days                    0
RCN7.A.B     RCON5616 Loans/Leases Guaranteed: 90+ Days                      0
RCN7.A.C     RCON5617 Loans/Leases Guaranteed: Nonaccrual                    0
RCN7.B       RCON5613 Loans/Leases US Guaranteed- 90+ Days                   0
RCN7.C       RCON5614 Loans/Leases US Guaranteed-Nonaccrual                  0

RCNM.1.A     RCON1658 Memoranda: (Res Loans) 30-89 Days                      0
RCNM.1.B     RCON1659 Memoranda: (Res Loans) 90+ Days                        0
RCNM.1.C     RCON1661 Memoranda: (Res Loans) Nonaccrual                      0
RCNM.2.A     RCON1230 Memoranda: (Ag Loans) 30-89 Days                     N/A
RCNM.2.B     RCON1231 Memoranda: (Ag Loans) 90+ Days                       N/A
RCNM.2.C     RCON1232 Memoranda: (Ag Loans) Nonaccrual                     N/A
RCNM.3.A     RCON5421 Comm Real Estate Loans: 30-89 Days                     0
RCNM.3.B     RCON5422 Comm Real Estate Loans: 90+ Days                       0
RCNM.3.C     RCON5423 Comm Real Estate Loans: Nonaccrual                     0
RCNM.4.AA    RCON5424 Secured Loans - Const: 30-89 Days                      0
RCNM.4.AB    RCON5425 Secured Loans - Const: 90+ Days                        0
RCNM.4.AC    RCON5426 Secured Loans - Const: Nonaccrual                      0
RCNM.4.BA    RCON5427 Secured Loans - Farmland: 30-89 Days                   0
RCNM.4.BB    RCON5428 Secured Loans - Farmland: 90+ Days                     0
RCNM.4.BC    RCON5429 Secured Loans - Farmland: Nonaccrual                   0
RCNM.4.C1A   RCON5430 Secd Loans 1-4 Fam-Revol: 30-89 Days                   0
RCNM.4.C1B   RCON5431 Secd Loans 1-4 Fam-Revol: 90+ Days                     0
RCNM.4.C1C   RCON5432 Secd Loans 1-4 Fam-Revol: Nonaccrual                   0
RCNM.4.C2A   RCON5433 Secd Loans 1-4 Fam-Other: 30-89 Days                   0
RCNM.4.C2B   RCON5434 Secd Loans 1-4 Fam-Other: 90+ Days                     0
RCNM.4.C2C   RCON5435 Secd Loans 1-4 Fam-Other: Nonaccrual                   0
RCNM.4.DA    RCON5436 Secured Loans - Multifam: 30-89 Days                   0
RCNM.4.DB    RCON5437 Secured Loans - Multifam: 90+ Days                     0
RCNM.4.DC    RCON5438 Secured Loans - Multifam: Nonaccrual                   0
RCNM.4.EA    RCON5439 Secured Loans - Non Farm: 30-89 Days                   0
RCNM.4.EB    RCON5440 Secured Loans - Non Farm: 90+ Days                     0
RCNM.4.EC    RCON5441 Secured Loans - Non Farm: Nonaccrual                   0
RCO1.A       RCON0030 Unposted Debits                                        0
RCO1.B.1     RCON0031 Unposted Debits - Demand                             N/A
RCO1.B.2     RCON0032 Unposted Debits - Time/Sav                           N/A
RCO10        RCON8432 Deposit Institution Invest. Contracts                  0
RCO11.A      RCON8785 Reciprocal Demand Bals - Savings Asc.                  0
RCO11.B      RCONA181 Reciprocal Demand Bals - Foreign Brch                  0
RCO11.C      RCONA182 Reciprocal Demand Bals - Cash Items                    0
RCO12.A      RCONA527 Amt of Assets netted agst dem deps                     0
RCO12.B      RCONA528 Amt of Assets netted agst tim/svg dep                  0
RCO2.A       RCON3510 Unposted Credits                                       0
RCO2.B.1     RCON3512 Unposted Credits - Demand                            N/A
RCO2.B.2     RCON3514 Unposetd Credits - Time/Sav                          N/A
RCO3         RCON3520 Uninvested Trust Fund Cash                             0
RCO4.A       RCON2211 Demand Deposit Unconsol Subs                           0
RCO4.B       RCON2351 Time/Sav Deposits of Unconsol Subs                     0
RCO4.C       RCON5514 Consol Subs - Interest accrued/unpaid                  0
RCO6.A       RCON2314 Passed-Thru Bal Demand Deposit                         0
RCO6.B       RCON2315 Passed-Thru Bal Time/Sav                               0
RCO7.A       RCON5516 Unamortized premiums                                   0
RCO7.B       RCON5517 Unamortized discounts                                  0
RCO8.A.1     RCONA531 OAKAR: Total Deposits Purchased                      N/A
RCO8.A.2     RCONA532 OAKAR: Amt of Purchased Deposits                     N/A
RCO8.B       RCONA533 OAKAR: Total Deposits Sold                           N/A
RCOM.1.A.1   RCON2702 Memoranda: $ Deposit Accts < $100,000                  0
RCOM.1.A.2   RCON3779 Memoranda: # Deposit Accts < $100,000                N/A
RCOM.1.B.1   RCON2710 Memoranda: $ Deposit Accts > $100,000                  0
RCOM.1.B.2   RCON2722 Memoranda: # Deposit Accts > $100,000                  0
RCOM.2.A     RCON6861 Yes/No: Bank has a better method/proc                  0
RCOM.2.B     RCON5597 If YES: Uninsured Deposits Amount                    N/A
RCOM.3       RCONA545 Cert No of consolidated inst.                        N/A

RCON1        RCON6979 There is no description for this item                  0
RCR1         RCON6056 Do You Meet Capital Requirements? Y/N                  0
RCR2.A       RCONA515 Subord Debt & Int Term Prfrd Stock                     0
RCR2.B       RCONA516 Other Limited-Life cap Instr                           0
RCR3.A1      RCON8274 Amnts used for cptl ratios:Tier 1 cpt              47741
RCR3.A2      RCON8275 Amnts used for cptl ratios:Tier 2 cpt                  0
RCR3.B       RCON3792 Amnts used for cptl ratios:Risk based              47741
RCR3.C       RCONA222 Amnts used for cptl ratios:Allowance                   0
RCR3.D1      RCONA223 Amnts used for cptl ratios:Rsk-wt ast              50106
RCR3.E       RCON1727 Amounts used for capital ratios                        0
RCR3.F       RCONA224 Amnts used for cptl rat:Avrg tot asts"            107308
RCR4.A       RCON5163 00 % Risk assets recorded on Bal Sht                1006
RCR4.B       RCON3796 Zero % Risk: Credit Equiv Off-Balance                  0
RCR5.A       RCON5165 20 % Risk assets recorded on Bal Sht               60353
RCR5.B       RCON3801 20 % Risk: Credit Equiv Off-Balance                    0
RCR6.A       RCON3802 50 % Risk: Assets On Balance Sheet                     0
RCR6.B       RCON3803 50 % Risk: Credit Equiv Off-Balance                    0
RCR7.A       RCON3804 100 % Risk: Assets On Balance Sheet                38035
RCR7.B       RCON3805 100 % Risk: Credit Equiv Off-Balance                   0
RCR8         RCON3806 On-Balance Sheet Values Excluded From                  2
RCR9         RCON3807 Total Assets On Balance Sheet                      99396
RCRM.01      RCON8764 Credit Exp - Off-Bal Sheet Derivative                N/A
RCRM.02.AA   RCON3809 Derivative Int Rate Contracts < 1 YR                 N/A
RCRM.02.AB   RCON8766 Derivative Int Rate Contracts 1-5 YRS                N/A
RCRM.02.AC   RCON8767 Derivative Int Rate Contracts > 5 YRS                N/A
RCRM.02.BA   RCON3812 Derivative Fgn Exch Contracts < 1 YR                 N/A
RCRM.02.BB   RCON8769 Derivative Fgn Exch Contracts 1-5 YRS                N/A
RCRM.02.BC   RCON8770 Derivative Fgn Exch Contracts > 5 YRS                N/A
RCRM.02.CA   RCON8771 Derivative   Gold   Contracts < 1 YR                 N/A
RCRM.02.CB   RCON8772 Derivative   Gold   Contracts 1-5 YRS                N/A
RCRM.02.CC   RCON8773 Derivative   Gold   Contracts > 5 YRS                N/A
RCRM.02.DA   RCON8774 Derivative P Metals Contracts < 1 YR                 N/A
RCRM.02.DB   RCON8775 Derivative P Metals Contracts 1-5 YRS                N/A
RCRM.02.DC   RCON8776 Derivative P Metals Contracts > 5 YRS                N/A
RCRM.02.EA   RCON8777 Derivative Commodity Contrcts < 1 YR                 N/A
RCRM.02.EB   RCON8778 Derivative Commodity Contrcts 1-5 YRS                N/A
RCRM.02.EC   RCON8779 Derivative Commodity Contrcts > 5 YRS                N/A
RCRM.02.FA   RCONA000 Derivative  Equity  Contracts < 1 YR                 N/A
RCRM.02.FB   RCONA001 Derivative  Equity  Contracts 1-5 YRS                N/A
RCRM.02.FC   RCONA002 Derivative  Equity  Contracts > 5 YRS                N/A
RCX01.A      RCON3561 Number Of Loans To Executive Officers                  0
RCX01.B      RCON3562 Amount Of Loans To Executive Officers                  0
RCX01.C1     RCON7701 Start Rate (####.##%) Loans To Execs.                  0
RCX01.C2     RCON7702 Top Rate (####.##%) Loans To Execs.                    0
RI-01.A.1    RIAD4246 Interest Income from Real Estate Loan                  0
RI-01.A.2    RIAD4247 Int. Income from Installment Loans                     0
RI-01.A.3    RIAD4248 Int. Income from Credit Cards                          0
RI-01.A.4    RIAD4249 Int. Income from Commercial Loans                      0
RI-01.B.1    RIAD4505 Income from Leases (Taxable)                           0
RI-01.B.2    RIAD4307 Income from Leases (Exempt)                            0
RI-01.C      RIAD4115 Income from Balances Due From Deps.                    0
RI-01.D.1    RIAD4027 Income from US Treas/Govt Securities                  20
RI-01.D.2A   RIAD4506 Income from State/Local Sec (Taxable)                  0
RI-01.D.2B   RIAD4507 Income from State/Local Sec (Exempt)                   0
RI-01.D.3    RIAD3657 Income from Other Domestic Debt Sec.                   0
RI-01.D.4    RIAD3658 Income from Foreign Debt Sec                           0
RI-01.D.5    RIAD3659 Income from Equity Sec                                45

RI-01.E      RIAD4069 Income from Trading Assets                             0
RI-01.F      RIAD4020 Income from Fed Fund Sold                              0
RI-01.G      RIAD4107 Total Interest Income                                 65
RI-02.A.1    RIAD4508 Int. Expense on Transaction Accounts                   0
RI-02.A.2A   RIAD4509 Int. Expense on MMDAs                                  0
RI-02.A.2B   RIAD4511 Int. Expense on Other Savings                          0
RI-02.A.2C   RIADA517 Int. Exp - Time Deposits > $100,000                    0
RI-02.A.2D   RIADA518 Int. Exp - Time Deposits < $100,000                    0
RI-02.B      RIAD4180 Expense on Fed Funds Purchased                         0
RI-02.C      RIAD4185 Int. Expense on Dem Notes & Trad Liab                  0
RI-02.E      RIAD4200 Int. Expense on Subordinated Notes                     0
RI-02.F      RIAD4073 Total Interest Expense                                 0
RI-03        RIAD4074 Net Interest Income                                   65
RI-04.A      RIAD4230 Prov for Credit Losses                                 0
RI-04.B      RIAD4243 Prov for Allocated Transfer Risk                       0
RI-05.A      RIAD4070 Income from Fiduciary Activities                   45669
RI-05.B      RIAD4080 Services Charges on Deposit Accounts                   0
RI-05.C      RIADA220 Trading revenue.                                       0
RI-05.F.1    RIAD5407 Other Noninterest Income - Fee Income              55077
RI-05.F.2    RIAD5408 Other Noninterest Income - All Other                  71
RI-05.G      RIAD4079 Total Noninterest Income                          100817
RI-06.A      RIAD3521 Gain/Loss Sec Held to Maturities                       0
RI-06.B      RIAD3196 Gain/Loss Sec Available-for-sale                       0
RI-07.A      RIAD4135 Salaries and Benefits                              58466
RI-07.B      RIAD4217 Fixed Assets                                        6340
RI-07.C      RIAD4092 Other Noninterest Expense                          36843
RI-07.D      RIAD4093 Total Noninterest Expense                         101649
RI-08        RIAD4301 Income before Taxes/Extra                           -767
RI-09        RIAD4302 Income Taxes                                        -254
RI-10        RIAD4300 Income before Taxes/Other                           -513
RI-11        RIAD4320 Extraordinary/Adj/Net of Taxes                         0
RI-12        RIAD4340 Net Income                                          -513
RI-M.1       RIAD4513 Memoranda: Exempt After 8/7/86                         0
RI-M.11      RIADA530 Does Bank have Subchapter-S Y/N                        0
RI-M.12      RIAD4772 Deferred Portion Item 9 and 11                       808
RI-M.2       RIAD8431 Memoranda: Icome - Sale Mutual Funds                   0
RI-M.4       RIAD4150 Memoranda: # Full Time Employees                     998
RI-M.5       RIAD4504 Memoranda: St/Loc Inc on Exempt Oblig                  0
RI-M.6       RIAD4251 Memoranda: Ag Loans Interest                         N/A
RI-M.7       RIAD9106 There is no description for this item                N/A
RI-M.8.A     RIAD8757 Memoranda: Trading Rev - Interest                      0
RI-M.8.B     RIAD8758 Memoranda: Trading Rev - Foreign Exch                  0
RI-M.8.C     RIAD8759 Memoranda: Trading Rev - Equity/Index                  0
RI-M.8.D     RIAD8760 Memoranda: Trading Rev - Commodity                     0
RI-M.9.A     RIAD8761 Memoranda: Impact - Interest Income                    0
RI-M.9.B     RIAD8762 Memoranda: Impact - Interest Expense                   0
RI-M.9.C     RIAD8763 Memoranda: Impact - Other Allocations                  0
RIA01        RIAD3215 Equity/Capital Reported last year                  48254
RIA02        RIAD3216 Equity/Capital Adjustemnt                              0
RIA03        RIAD3217 Amended Balance Previous Year                      48254
RIA04        RIAD4340 Net Income/Loss                                     -513
RIA05        RIAD4346 Sale/Conversion of Stock                               0
RIA06        RIAD4356 Changes Incident to Combination                        0
RIA07        RIAD4470 LESS: Cash Dividends on Preferred                      0
RIA08        RIAD4460 LESS: Cash Dividends on Common                         0
RIA09        RIAD4411 Changes in Accounting Principles                       0
RIA10        RIAD4412 Correction of Accounting Errors                        0

RIA11.A      RIAD8433 Net Unrealized Holding Avail Forsale                   2
RIA11.B      RIAD4574 Accum net gain (loss) cash flow hedge                  0
RIA12        RIAD4415 Other Parent Transactions                              0
RIA13        RIAD3210 Total Eq/Capital Current Period                    47743
RIB1.1.A     RIAD4256 RE Loans: Charge-Offs                                  0
RIB1.1.B     RIAD4257 RE Loans: Recoveries                                   0
RIB1.2.A     RIAD4258 Installment Loans: Charge-Offs                         0
RIB1.2.B     RIAD4259 Installment Loans: Recoveries                          0
RIB1.3.A     RIAD4262 Credit Card: Charge-Offs                               0
RIB1.3.B     RIAD4263 Credit Card: Recoveries                                0
RIB1.4.A     RIAD4264 Commercial Loans: Charge-Offs                          0
RIB1.4.B     RIAD4265 Commercial Loans: Recoveries                           0
RIB1.5.A     RIAD4266 Leases: Charge-Offs                                    0
RIB1.5.B     RIAD4267 Leases: Recoveries                                     0
RIB1.6.A     RIAD4635 Total Charge-Offs                                      0
RIB1.6.B     RIAD4605 Total Recoveries                                       0
RIB1.M.1.A   RIAD4643 Memoranda: (For Govt) Charge-Offs                      0
RIB1.M.1.B   RIAD4627 Memoranda: (For Govt) Recoveries                       0
RIB1.M.2.A   RIAD4268 Memoranda: (Ag Loans) Charge-Offs                    N/A
RIB1.M.2.B   RIAD4269 Memoranda: (Ag Loans) Recoveries                     N/A
RIB1.M.4.A   RIAD5443 Memo: Charge-offs: Loans to fin comm.                  0
RIB1.M.4.B   RIAD5444 Memo: Recoveries: Loans to fin commcl                  0
RIB1.M.5AA   RIAD5445 Memo: Charge-offs: Loans sec construc                  0
RIB1.M.5AB   RIAD5446 Memo: Recoveries: Loans sec construct                  0
RIB1.M.5BA   RIAD5447 Memo: Charge-offs: Loans sec farmland                  0
RIB1.M.5BB   RIAD5448 Memo: Recoveries: Loans sec farmland                   0
RIB1.M.5DA   RIAD5453 Memo: Charge-offs: Loans sec multifam                  0
RIB1.M.5DB   RIAD5454 Memo: Recoveries: Loans sec multifaml                  0
RIB1.M.5EA   RIAD5455 Memo: Charge-offs: Loans sec nonfarm                   0
RIB1.M.5EB   RIAD5456 Memo: Recoveries: Loans sec nonfarm                    0
RIB1.M5C1A   RIAD5449 Memo: Charge-offs: Revolv loans 1-4 r                  0
RIB1.M5C1B   RIAD5450 Memo: Recoveries: Revolv loans 1-4 rs                  0
RIB1.M5C2A   RIAD5451 Memo: Charge-offs: Other loans 1-4 rs                  0
RIB1.M5C2B   RIAD5452 Memo: Recoveries: Other loans 1-4 res                  0
RIB2.1       RIAD3124 Balance Reported 12/31/98                              0
RIB2.2       RIAD2419 Recoveries                                             0
RIB2.3       RIAD2432 LESS: Charge-Offs                                      0
RIB2.4       RIAD4230 Provision for Credit Losses                            0
RIB2.5       RIAD4815 Adjustments                                            0
RIB2.6       RIADA512 Bal End of Period                                      0
RIE01.A      RIAD5415 Other non-interest income (RI-5.f.2)                 N/A
RIE01.B      RIAD5416 Other non-interest income (RI-5.f.2)                 N/A
RIE01.C      RIAD5417 Other non-interest income (RI-5.f.2)                 N/A
RIE01.D      RIAD4461 Other non-interest income (RI-5.f.2)                  70
RIE01.E      RIAD4462 Other non-interest income (RI-5.f.2)                 N/A
RIE01.F      RIAD4463 Other non-interest income (RI-5.f.2)                 N/A
RIE02.A      RIAD4531 Other non-interest expense (RI-7.c)                    0
RIE02.B      RIAD5418 Other non-interest expense (RI-7.c)                  N/A
RIE02.C      RIAD5419 Other non-interest expense (RI-7.c)                  N/A
RIE02.D      RIAD5420 Other non-interest expense (RI-7.c)                  N/A
RIE02.E      RIAD4464 Other non-interest expense (RI-7.c)                 6393
RIE02.F      RIAD4467 Other non-interest expense (RI-7.c)                 3980
RIE02.G      RIAD4468 Other non-interest expense (RI-7.c)                 8168
RIE03.A.1    RIAD6373 Extraordinary items and Adj (RI-11.a)                  0
RIE03.A.2    RIAD4486 Applicable tax effect (RI-E, 3.a.1)                    0
RIE03.B.1    RIAD4487 Extraordinary items and Adj (RI-11.a)                  0
RIE03.B.2    RIAD4488 Applicable tax effect (RI-11.b)                        0

RIE03.C.1    RIAD4489 Extraordinary items and Adj (RI-11.a)                  0
RIE03.C.2    RIAD4491 Applicable tax effect (RI-11.b)                        0
RIE04.A      RIAD4492 Equity cap adjustments (RIA-2)                       N/A
RIE04.B      RIAD4493 Equity cap adjustments (RIA-2)                       N/A
RIE05.A      RIAD4494 Acctg changes effects (RIA-9)                        N/A
RIE05.B      RIAD4495 Acctg changes effects (RIA-9)                        N/A
RIE06.A      RIAD4496 Corrections (RIA-10)                                 N/A
RIE06.B      RIAD4497 Corrections (RIA-10)                                 N/A
RIE07.A      RIAD4498 Transactions w/parent (RIA-12)                         0
RIE07.B      RIAD4499 Transactions w/parent (RIA-12)                         0
RIE08.A      RIAD4521 Adjs. to allow for l & l loss (RIB.2.                N/A
RIE08.B      RIAD4522 Adjs. to allow for l & l loss (RIB.2.                N/A
RIE09        RIAD4769 There is no description for this item                  0

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM T - 2

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939
OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE

PATRICK J. CROWLEY                                                 N/A
------------------                                      ------------------------
(Name of trustee)                                       (Social security number)

                                 100 WALL STREET
                                   SUITE 1600
                              NEW YORK, N.Y. 10005
              ----------------------------------------------------
              (Business address, street, city, state and Zip code)

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Exact name of obligor as specified in its charter)

          ILLINOIS                                37-0211380
-------------------------------              ------------------
(State or other jurisdiction of              (I. R. S. Employer
incorporation or organization)               Identification No.)

607 EAST ADAMS STREET
SPRINGFIELD, ILLINOIS                             62739
----------------------------------------          ----------
(Address of principal executive offices)          (Zip Code)


                         --------------------

FIRST MORTGAGE BONDS
(Title of the indenture securities)

ITEM 1. AFFILIATIONS WITH THE OBLIGOR AND UNDERWRITERS

If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation.

None.

ITEMS 2 THROUGH 10 are not applicable because to the best of the Trustee's knowledge the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

ITEM 11. LIST OF EXHIBITS.

List below all exhibits filed as a part of this statement of eligibility and qualification.

Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, I, Patrick J. Crowley, have signed this statement of eligibility and qualification in The City of New York, and State of New York, on the 17th day of April, 2001.

By: /s/ Patrick J. Crowley
   -------------------------------------
Patrick J. Crowley

(Signature of Trustee)

Exhibit 25.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York                                               13-5160382
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)

One Wall Street, New York, N.Y.                        10286
(Address of principal executive offices)               (Zip code)

                                   ----------

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Exact name of obligor as specified in its charter)

Illinois                                               37-0211380
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)

607 East Adams Street
Springfield, Illinois                                  62739
(Address of principal executive offices)               (Zip code)

                                   ----------

Senior Notes
(Title of the indenture securities)

1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

--------------------------------------------------------------------------------
Name                                         Address
--------------------------------------------------------------------------------

Superintendent of Banks of the State of      2 Rector Street, New York,
New York                                     N.Y. 10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                             N.Y. 10045

Federal Deposit Insurance Corporation        Washington, D.C. 20429

New York Clearing House Association          New York, New York 10005

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None.

16. LIST OF EXHIBITS.

EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-2-

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 17th day of April, 2001.

THE BANK OF NEW YORK

By: /s/ Thomas E. Tabor
   -------------------------------------
   Name: THOMAS E. TABOR
   Title: ASSISTANT VICE PRESIDENT

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

                                                                Dollar Amounts
                                                                 In Thousands
ASSETS
Cash and balances due from depository institutions:
     Noninterest-bearing balances and currency and coin ....   $ 3,083,720
     Interest-bearing balances .............................     4,949,333
Securities:
     Held-to-maturity securities ...........................       740,315
     Available-for-sale securities .........................     5,328,981
Federal funds sold and Securities purchased under
  agreements to resell .....................................     5,695,708
Loans and lease financing receivables:
     Loans and leases, net of unearned
       income ...............................    36,590,456
     LESS: Allowance for loan and
       lease losses .........................       598,536
     LESS: Allocated transfer risk
       reserve ..............................        12,575
     Loans and leases, net of unearned income,
       allowance, and reserve ..............................    35,979,345
Trading Assets .............................................    11,912,448
Premises and fixed assets (including capitalized
  leases) ..................................................       763,241
Other real estate owned ....................................         2,925
Investments in unconsolidated subsidiaries and
  associated companies .....................................       183,836
Customers' liability to this bank on acceptances
  outstanding ..............................................       424,303
Intangible assets ..........................................     1,378,477
Other assets ...............................................     3,823,797
                                                               -----------
Total assets ...............................................   $74,266,429
                                                               ===========
LIABILITIES
Deposits:
     In domestic offices ...................................   $28,328,548
     Noninterest-bearing .....................    12,637,384
     Interest-bearing ........................    15,691,164
     In foreign offices, Edge and Agreement
       subsidiaries, and IBFs ..............................    27,920,690
     Noninterest-bearing .....................       470,130
     Interest-bearing ........................    27,450,560
Federal funds purchased and Securities sold under
  agreements to repurchase .................................     1,437,916
Demand notes issued to the U.S.Treasury ....................       100,000
Trading liabilities ........................................     2,049,818
Other borrowed money:
     With remaining maturity of one year or less ...........     1,279,125
     With remaining maturity of more than one year
       through three years .................................             0
     With remaining maturity of more than three years ......        31,080
Bank's liability on acceptances executed and
  outstanding ..............................................       427,110


                                      -4-

Subordinated notes and debentures ..........................     1,646,000
Other liabilities ..........................................     4,604,478
                                                               -----------
Total liabilities ..........................................   $67,824,765
                                                               ===========
EQUITY CAPITAL
Common stock ...............................................     1,135,285
Surplus ....................................................     1,008,775
Undivided profits and capital reserves .....................     4,308,492
Net unrealized holding gains (losses) on
  available-for-sale securities ............................        27,768
Accumulated net gains (losses) on cash flow hedges .........             0
Cumulative foreign currency translation adjustments ........       (38,656)
                                                               -----------
Total equity capital .......................................     6,441,664
                                                               -----------
Total liabilities and equity capital .......................   $74,266,429
                                                               ===========

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Thomas J. Mastro

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi     )
Alan R. Griffith    )    Directors


Gerald L. Hassell   )