AMEREN CORP (Form: 10-Q, Received: 08/08/2008 16:21:05)

AMEREN CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except per share amounts)

	June 30,			December 31,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	205		$	355
Accounts receivable – trade (less allowance for doubtful
accounts of $26 and $22, respectively)		529			570
Unbilled revenue		389			359
Miscellaneous accounts and notes receivable		376			280
Materials and supplies		719			735
Mark-to-market derivative assets		273			35
Other current assets		275			146
Total current assets		2,766			2,480
Property and Plant, Net		15,566			15,069
Investments and Other Assets:
Nuclear decommissioning trust fund		284			307
Goodwill		831			831
Intangible assets		177			198
Regulatory assets		1,081			1,158
Other assets		940			685
Total investments and other assets		3,313			3,179
TOTAL ASSETS	$	21,645		$	20,728

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	285		$	221
Short-term debt		1,450			1,472
Accounts and wages payable		527			687
Taxes accrued		111			84
Mark-to-market derivative liabilities		236			24
Other current liabilities		469			414
Total current liabilities		3,078			2,902
Long-term Debt, Net		6,146			5,691
Preferred Stock of Subsidiary Subject to Mandatory Redemption		16			16
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		2,104			2,046
Accumulated deferred investment tax credits		104			109
Regulatory liabilities		1,437			1,240
Asset retirement obligations		576			562
Accrued pension and other postretirement benefits		758			839
Other deferred credits and liabilities		390			354
Total deferred credits and other liabilities		5,369			5,150
Preferred Stock of Subsidiaries Not Subject to Mandatory Redemption		195			195
Minority Interest in Consolidated Subsidiaries		24			22
Commitments and Contingencies (Notes 2, 8, 9 and 10)
Stockholders' Equity:
Common stock, $.01 par value, 400.0 shares authorized –
shares outstanding of 210.1 and 208.3, respectively		2			2
Other paid-in capital, principally premium on common stock		4,693			4,604
Retained earnings		2,188			2,110
Accumulated other comprehensive income (loss)		(66	)		36
Total stockholders’ equity		6,817			6,752
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	21,645		$	20,728

The accompanying notes are an integral part of these consolidated financial statements.

AMEREN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Six Months Ended
	June 30,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	344		$	266
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sales of emission allowances		(2	)		(2	)
Mark-to-market gain on derivatives		(94	)		(1	)
Coal contract settlement		(60	)		-
Depreciation and amortization		364			357
Amortization of nuclear fuel		20			15
Amortization of debt issuance costs and premium/discounts		8			10
Deferred income taxes and investment tax credits, net		107			(8	)
Minority interest		16			13
Other		4			7
Changes in assets and liabilities:
Receivables		15			(131	)
Materials and supplies		16			35
Accounts and wages payable		(64	)		(62	)
Taxes accrued, net		(58	)		59
Assets, other		32			29
Liabilities, other		65			19
Pension and other postretirement benefit obligations		15			50
Counterparty collateral asset		(205	)		(97	)
Counterparty collateral liability		79			-
Taum Sauk insurance receivable, net		(107	)		(16	)
Net cash provided by operating activities		495			543
Cash Flows From Investing Activities:
Capital expenditures		(798	)		(715	)
Nuclear fuel expenditures		(123	)		(24	)
Purchases of securities – nuclear decommissioning trust fund		(247	)		(75	)
Sales of securities – nuclear decommissioning trust fund		231			65
Purchases of emission allowances		(2	)		(9	)
Sales of emission allowances		2			3
Other		2			1
Net cash used in investing activities		(935	)		(754	)
Cash Flows From Financing Activities:
Dividends on common stock		(266	)		(263	)
Capital issuance costs		(9	)		(3	)
Short-term debt, net		(22	)		1,007
Dividends paid to minority interest holder		(15	)		(10	)
Redemptions, repurchases, and maturities of long-term debt		(808	)		(443	)
Issuances:
Common stock		75			48
Long-term debt		1,335			425
Net cash provided by financing activities		290			761
Net change in cash and cash equivalents		(150	)		550
Cash and cash equivalents at beginning of year		355			137
Cash and cash equivalents at end of period	$	205		$	687

The accompanying notes are an integral part of these consolidated financial statements.

UNION ELECTRIC COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)


	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Operating Revenues:
Electric - excluding off-system	$	589		$	579		$	1,079		$	1,030
Electric - off-system		147			89			298			211
Gas		35			29			118			105
Other		-			-			-			1
Total operating revenues		771			697			1,495			1,347
Operating Expenses:
Fuel		104			143			251			268
Purchased power		37			29			90			69
Gas purchased for resale		18			15			73			64
Other operations and maintenance		238			222			455			446
Depreciation and amortization		82			84			163			171
Taxes other than income taxes		60			60			120			117
Total operating expenses		539			553			1,152			1,135
Operating Income		232			144			343			212
Other Income and Expenses:
Miscellaneous income		15			12			29			20
Miscellaneous expense		(2	)		(6	)		(4	)		(8	)
Total other income		13			6			25			12
Interest Charges		50			51			91			97
Income Before Income Taxes and Equity
in Income of Unconsolidated Investment		195			99			277			127
Income Taxes		71			30			100			39
Income Before Equity in Income
of Unconsolidated Investment		124			69			177			88
Equity in Income of Unconsolidated Investment,
Net of Taxes		-			12			11			26
Net Income		124			81			188			114
Preferred Stock Dividends		2			2			3			3
Net Income Available to Common Stockholder	$	122		$	79		$	185		$	111

The accompanying notes as they relate to UE are an integral part of these consolidated financial statements.

UNION ELECTRIC COMPANY
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except per share amounts)

	June 30,			December 31,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	185
Accounts receivable – trade (less allowance for doubtful
accounts of $7 and $6, respectively)		176			191
Unbilled revenue		165			118
Miscellaneous accounts and notes receivable		268			213
Advances to money pool		-			15
Accounts receivable – affiliates		28			90
Materials and supplies		318			301
Mark-to-market derivative assets		106			7
Other current assets		75			43
Total current assets		1,136			1,163
Property and Plant, Net		8,477			8,189
Investments and Other Assets:
Nuclear decommissioning trust fund		284			307
Intercompany note receivable – affiliate		30			-
Intangible assets		52			56
Regulatory assets		677			697
Other assets		393			491
Total investments and other assets		1,436			1,551
TOTAL ASSETS	$	11,049		$	10,903

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	4		$	152
Short-term debt		33			82
Intercompany note payable – Ameren		50			-
Accounts and wages payable		143			315
Accounts payable – affiliates		85			212
Taxes accrued		78			78
Accrued interest		56			47
Taum Sauk pumped-storage hydroelectric facility liability		35			103
Mark-to-market derivative liabilities		101			1
Other current liabilities		58			58
Total current liabilities		643			1,048
Long-term Debt, Net		3,677			3,208
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		1,347			1,273
Accumulated deferred investment tax credits		82			85
Regulatory liabilities		907			865
Asset retirement obligations		489			476
Accrued pension and other postretirement benefits		237			297
Other deferred credits and liabilities		45			50
Total deferred credits and other liabilities		3,107			3,046
Commitments and Contingencies (Notes 2, 8, 9 and 10)
Stockholders' Equity:
Common stock, $5 par value, 150.0 shares authorized – 102.1 shares outstanding		511			511
Preferred stock not subject to mandatory redemption		113			113
Other paid-in capital, principally premium on common stock		1,119			1,119
Retained earnings		1,894			1,855
Accumulated other comprehensive income (loss)		(15	)		3
Total stockholders' equity		3,622			3,601
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	11,049		$	10,903

The accompanying notes as they relate to UE are an integral part of these consolidated financial statements.

UNION ELECTRIC COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Six Months Ended
	June 30,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	188		$	114
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sales of emission allowances		(1	)		-
Mark-to-market gain on derivatives		(73	)		-
Depreciation and amortization		163			171
Amortization of nuclear fuel		20			15
Amortization of debt issuance costs and premium/discounts		3			3
Deferred income taxes and investment tax credits, net		74			15
Other		(9	)		-
Changes in assets and liabilities:
Receivables		66			(110	)
Materials and supplies		(17	)		(31	)
Accounts and wages payable		(253	)		(129	)
Taxes accrued, net		(31	)		74
Assets, other		53			55
Liabilities, other		26			(31	)
Pension and other postretirement benefit obligations		13			15
Taum Sauk insurance receivable, net		(107	)		(16	)
Net cash provided by operating activities		115			145
Cash Flows From Investing Activities:
Capital expenditures		(377	)		(355	)
Nuclear fuel expenditures		(123	)		(24	)
Changes in money pool advances		-			6
Proceeds from intercompany note receivable		6			-
Purchases of securities – nuclear decommissioning trust fund		(247	)		(75	)
Sales of securities – nuclear decommissioning trust fund		231			65
Sales of emission allowances		1			2
Net cash used in investing activities		(509	)		(381	)
Cash Flows From Financing Activities:
Dividends on common stock		(105	)		(127	)
Dividends on preferred stock		(3	)		(3	)
Capital issuance costs		(5	)		(3	)
Short-term debt, net		(49	)		192
Intercompany note payable – Ameren, net		50			(40	)
Redemptions, repurchases, and maturities of long-term debt		(378	)		-
Issuances of long-term debt		699			425
Net cash provided by financing activities		209			444
Net change in cash and cash equivalents		(185	)		208
Cash and cash equivalents at beginning of year		185			1
Cash and cash equivalents at end of period	$	-		$	209

The accompanying notes as they relate to UE are an integral part of these consolidated financial statements.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
STATEMENT OF INCOME
(Unaudited) (In millions)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Operating Revenues:
Electric	$	169		$	193		$	349		$	404
Gas		38			36			148			137
Other		-			-			-			2
Total operating revenues		207			229			497			543
Operating Expenses:
Purchased power		108			127			231			275
Gas purchased for resale		24			21			104			95
Other operations and maintenance		48			41			98			84
Depreciation and amortization		17			16			34			33
Taxes other than income taxes		7			9			19			18
Total operating expenses		204			214			486			505
Operating Income		3			15			11			38
Other Income and Expenses:
Miscellaneous income		3			5			6			8
Miscellaneous expense		(2	)		(1	)		(2	)		(1	)
Total other income		1			4			4			7
Interest Charges		8			10			15			18
Income (Loss) Before Income Taxes		(4	)		9			-			27
Income Taxes (Benefit)		(1	)		4			-			10
Net Income (Loss)		(3	)		5			-			17
Preferred Stock Dividends		-			-			1			1
Net Income (Loss) Available to Common Stockholder	$	(3	)	$	5		$	(1	)	$	16

The accompanying notes as they relate to CIPS are an integral part of these consolidated financial statements.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
BALANCE SHEET
(Unaudited) (In millions)

	June 30,		December 31,
	2008		2007
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	26
Accounts receivable – trade (less allowance for doubtful
accounts of $6 and $5, respectively)		69		62
Unbilled revenue		49		66
Miscellaneous accounts and notes receivable		19		19
Accounts receivable – affiliates		4		9
Current portion of intercompany note receivable – Genco		42		39
Current portion of intercompany tax receivable – Genco		9		9
Materials and supplies		48		66
Mark-to-market derivative assets with affiliate		38		1
Other current assets		19		15
Total current assets		297		312
Property and Plant, Net		1,184		1,174
Investments and Other Assets:
Intercompany note receivable – Genco		45		87
Intercompany tax receivable – Genco		100		105
Regulatory assets		83		113
Other assets		79		69
Total investments and other assets		307		374
TOTAL ASSETS	$	1,788	$	1,860

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	15	$	15
Short-term debt		25		125
Accounts and wages payable		59		44
Accounts payable – affiliates		19		19
Borrowings from money pool		3		-
Taxes accrued		4		8
Customer deposits		16		16
Regulatory liabilities		21		2
Other current liabilities		37		29
Total current liabilities		199		258
Long-term Debt, Net		421		456
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes and investment tax credits, net		266		269
Regulatory liabilities		320		265
Accrued pension and other postretirement benefits		38		67
Other deferred credits and liabilities		28		28
Total deferred credits and other liabilities		652		629
Commitments and Contingencies (Notes 2, 8, and 9)
Stockholders' Equity:
Common stock, no par value, 45.0 shares authorized – 25.5 shares outstanding		-		-
Other paid-in capital		191		191
Preferred stock not subject to mandatory redemption		50		50
Retained earnings		275		276
Total stockholders' equity		516		517
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,788	$	1,860

The accompanying notes as they relate to CIPS are an integral part of these consolidated financial statements.

CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Six Months Ended
	June 30,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	-		$	17
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		34			33
Amortization of debt issuance costs and premium/discounts		1			1
Deferred income taxes and investment tax credits, net		(2	)		(10	)
Changes in assets and liabilities:
Receivables		20			11
Materials and supplies		18			20
Accounts and wages payable		12			(30	)
Taxes accrued, net		(12	)		(3	)
Assets, other		29			6
Liabilities, other		7			(4	)
Pension and other postretirement benefit obligations		2			3
Net cash provided by operating activities		109			44
Cash Flows From Investing Activities:
Capital expenditures		(41	)		(39	)
Proceeds from intercompany note receivable – Genco		39			37
Changes in money pool advances		-			1
Net cash used in investing activities		(2	)		(1	)
Cash Flows From Financing Activities:
Dividends on preferred stock		(1	)		(1	)
Short-term debt, net		(100	)		100
Changes in money pool borrowings		3			-
Redemptions, repurchases, and maturities of long-term debt		(35	)		-
Net cash provided by (used in) financing activities		(133	)		99
Net change in cash and cash equivalents		(26	)		142
Cash and cash equivalents at beginning of year		26			6
Cash and cash equivalents at end of period	$	-		$	148

The accompanying notes as they relate to CIPS are an integral part of these consolidated financial statements.

AMEREN ENERGY GENERATING COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)


	Three Months Ended June 30,					Six Months Ended June 30,
	2008			2007		2008			2007

Operating Revenues	$	194		$	186	$	425		$	429
Operating Expenses:
Fuel		49			74		137			155
Coal contract settlement		(60	)		-		(60	)		-
Purchased power		-			-		-			21
Other operations and maintenance		53			49		93			83
Depreciation and amortization		16			18		32			36
Taxes other than income taxes		5			4		11			10
Total operating expenses		63			145		213			305
Operating Income		131			41		212			124
Miscellaneous Income		3			1		5			1
Interest Charges		17			14		26			28
Income Before Income Taxes		117			28		191			97
Income Taxes		43			11		71			37
Net Income	$	74		$	17	$	120		$	60

The accompanying notes as they relate to Genco are an integral part of these consolidated financial statements.

AMEREN ENERGY GENERATING COMPANY
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except shares)

	June 30,			December 31,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	2		$	2
Accounts receivable – affiliates		96			93
Miscellaneous accounts and notes receivable		66			12
Materials and supplies		109			93
Other current assets		11			4
Total current assets		284			204
Property and Plant, Net		1,753			1,683
Intangible Assets		52			63
Other Assets		8			18
TOTAL ASSETS	$	2,097		$	1,968

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Short-term debt	$	-		$	100
Current portion of intercompany note payable – CIPS		42			39
Borrowings from money pool		5			54
Accounts and wages payable		43			61
Accounts payable – affiliates		48			57
Current portion of intercompany tax payable – CIPS		9			9
Taxes accrued		17			15
Accrued interest		12			5
Deferred taxes - current		15			7
Other current liabilities		12			18
Total current liabilities		203			365
Long-term Debt, Net		774			474
Intercompany Note Payable – CIPS		45			87
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		168			161
Accumulated deferred investment tax credits		6			7
Intercompany tax payable – CIPS		100			105
Asset retirement obligations		48			47
Accrued pension and other postretirement benefits		33			32
Other deferred credits and liabilities		37			42
Total deferred credits and other liabilities		392			394
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholder's Equity:
Common stock, no par value, 10,000 shares authorized – 2,000 shares outstanding		-			-
Other paid-in capital		503			503
Retained earnings		204			167
Accumulated other comprehensive loss		(24	)		(22	)
Total stockholder's equity		683			648
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	2,097		$	1,968

The accompanying notes as they relate to Genco are an integral part of these consolidated financial statements.

AMEREN ENERGY GENERATING COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Six Months Ended
	June 30,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	120		$	60
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sales of emission allowances		(1	)		(1	)
Mark-to-market gain on derivatives		(29	)		(1	)
Coal contract settlement		(60	)		-
Depreciation and amortization		45			52
Deferred income taxes and investment tax credits, net		18			8
Other		1			1
Changes in assets and liabilities:
Receivables		28			10
Materials and supplies		(16	)		(1	)
Accounts and wages payable		(24	)		13
Taxes accrued, net		3			(2	)
Assets, other		7			(25	)
Liabilities, other		(2	)		(2	)
Pension and other postretirement obligations		2			3
Net cash provided by operating activities		92			115
Cash Flows From Investing Activities:
Capital expenditures		(117	)		(77	)
Purchases of emission allowances		(2	)		(5	)
Sales of emission allowances		1			1
Net cash used in investing activities		(118	)		(81	)
Cash Flows From Financing Activities:
Dividends on common stock		(84	)		(113	)
Debt issuance costs		(2	)		-
Short-term debt, net		(100	)		-
Changes in money pool borrowings		(49	)		116
Intercompany note payable – CIPS		(39	)		(37	)
Issuances of long-term debt		300			-
Net cash provided by (used in) financing activities		26			(34	)
Net change in cash and cash equivalents		-			-
Cash and cash equivalents at beginning of year		2			1
Cash and cash equivalents at end of period	$	2		$	1

The accompanying notes as they relate to Genco are an integral part of these consolidated financial statements.

CILCORP INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Operating Revenues:
Electric	$	162		$	165		$	356		$	345
Gas		69			60			220			195
Other		1			1			1			1
Total operating revenues		232			226			577			541
Operating Expenses:
Fuel		25			14			53			37
Purchased power		62			64			140			140
Gas purchased for resale		50			42			165			145
Other operations and maintenance		48			43			93			83
Depreciation and amortization		23			21			46			42
Taxes other than income taxes		5			6			14			14
Total operating expenses		213			190			511			461
Operating Income		19			36			66			80

Other Income and Expenses:
Miscellaneous income		1			-			1			2
Miscellaneous expense		(2	)		(2	)		(2	)		(3	)
Total other expenses		(1	)		(2	)		(1	)		(1	)
Interest Charges		13			15			28			29
Income Before Income Taxes		5			19			37			50
Income Taxes		-			6			12			16
Income Before Preferred Dividends of Subsidiaries		5			13			25			34
Preferred Dividends of Subsidiaries		1			1			1			1
Net Income	$	4		$	12		$	24		$	33

The accompanying notes as they relate to CILCORP are an integral part of these consolidated financial statements.

CILCORP INC.
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except shares)

	June 30,		December 31,
	2008		2007

ASSETS
Current Assets:
Cash and cash equivalents	$	19	$	6
Accounts receivable – trade (less allowance for doubtful
accounts of $3 and $2, respectively)		54		52
Unbilled revenue		39		54
Accounts receivable – affiliates		57		47
Advances to money pool		2		2
Note receivable – affiliates		1		-
Materials and supplies		101		110
Mark-to-market derivative assets		10		1
Mark-to-market derivative assets with affiliate		24		1
Income tax receivable		19		16
Other current assets		27		22
Total current assets		353		311
Property and Plant, Net		1,562		1,494
Investments and Other Assets:
Goodwill		542		542
Intangible assets		37		41
Regulatory assets		24		32
Other assets		59		39
Total investments and other assets		662		654
TOTAL ASSETS	$	2,577	$	2,459

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Short-term debt	$	550	$	520
Borrowings from money pool, net		2		-
Intercompany note payable – Ameren		15		2
Accounts and wages payable		66		75
Accounts payable – affiliates		54		34
Taxes accrued		3		3
Other current liabilities		69		54
Total current liabilities		759		688
Long-term Debt, Net		515		537
Preferred Stock of Subsidiary Subject to Mandatory Redemption		16		16
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		197		193
Accumulated deferred investment tax credits		5		6
Regulatory liabilities		147		92
Accrued pension and other postretirement benefits		111		127
Other deferred credits and liabilities		67		66
Total deferred credits and other liabilities		527		484
Preferred Stock of Subsidiary Not Subject to Mandatory Redemption		19		19
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholder's Equity:
Common stock, no par value, 10,000 shares authorized – 1,000 shares outstanding		-		-
Other paid-in capital		627		627
Retained earnings		82		58
Accumulated other comprehensive income		32		30
Total stockholder's equity		741		715
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	2,577	$	2,459

The accompanying notes as they relate to CILCORP are an integral part of these consolidated financial statements.

CILCORP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)


	Six Months Ended
	June 30,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	24		$	33
Adjustments to reconcile net income to net cash
provided by operating activities:
Mark-to-market gain on derivatives		(7	)		-
Depreciation and amortization		46			38
Amortization of debt issuance costs and premium/discounts		-			1
Deferred income taxes and investment tax credits		14			(3	)
Changes in assets and liabilities:
Receivables		10			(13	)
Materials and supplies		9			14
Accounts and wages payable		43			3
Taxes accrued, net		(10	)		(3	)
Assets, other		(2	)		(2	)
Liabilities, other		9			(7	)
Pension and postretirement benefit obligations		(8	)		1
Net cash provided by operating activities		128			62
Cash Flows From Investing Activities:
Capital expenditures		(140	)		(127	)
Changes in money pool advances		-			42
Other		(1	)		-
Net cash used in investing activities		(141	)		(85	)
Cash Flows From Financing Activities:
Short-term debt, net		30			250
Changes in money pool borrowings		2			-
Intercompany note payable – Ameren, net		13			(73	)
Redemptions, repurchases, and maturities of long-term debt		(19	)		(50	)
Net cash provided by financing activities		26			127

Net change in cash and cash equivalents		13			104
Cash and cash equivalents at beginning of year		6			4
Cash and cash equivalents at end of period	$	19		$	108

The accompanying notes as they relate to CILCORP are an integral part of these consolidated financial statements.

CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Operating Revenues:
Electric	$	162		$	165		$	356		$	345
Gas		69			60			220			195
Other		1			1			1			1
Total operating revenues		232			226			577			541

Operating Expenses:
Fuel		23			12			50			34
Purchased power		62			64			140			140
Gas purchased for resale		50			42			165			145
Other operations and maintenance		49			46			97			87
Depreciation and amortization		21			18			41			36
Taxes other than income taxes		5			5			14			13
Total operating expenses		210			187			507			455
Operating Income		22			39			70			86
Other Income and Expenses:
Miscellaneous income		1			1			1			2
Miscellaneous expense		(1	)		(2	)		(1	)		(3	)
Total other expenses		-			(1	)		-			(1	)
Interest Charges		5			5			11			11
Income Before Income Taxes		17			33			59			74
Income Taxes		5			12			21			26
Net Income		12			21			38			48
Preferred Stock Dividends		1			1			1			1
Net Income Available To Common Shareholders	$	11		$	20		$	37		$	47

The accompanying notes as they relate to CILCO are an integral part of these consolidated financial statements.

CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions)


	June 30,		December 31
	2008		2007
ASSETS
Current Assets:
Cash and cash equivalents	$	19	$	6
Accounts receivable – trade (less allowance for doubtful
accounts of $3 and $2, respectively)		54		52
Unbilled revenue		39		54
Accounts receivable – affiliates		53		45
Materials and supplies		101		110
Mark-to-market derivative assets		10		1
Mark-to-market derivative assets with affiliate		24		1
Income tax receivable		17		8
Other current assets		25		17
Total current assets		342		294
Property and Plant, Net		1,562		1,492
Investments and Other Assets:
Intangible assets		1		1
Regulatory assets		24		32
Other assets		62		43
Total investments and other assets		87		76
TOTAL ASSETS	$	1,991	$	1,862

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term debt	$	375	$	345
Borrowings from money pool		2		-
Accounts and wages payable		66		75
Accounts payable – affiliates		54		34
Taxes accrued		2		3
Other current liabilities		60		45
Total current liabilities		559		502
Long-term Debt, Net		129		148
Preferred Stock Subject to Mandatory Redemption		16		16
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes, net		168		155
Accumulated deferred investment tax credits		5		6
Regulatory liabilities		273		220
Accrued pension and other postretirement benefits		111		127
Other deferred credits and liabilities		67		66
Total deferred credits and other liabilities		624		574
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholders' Equity:
Common stock, no par value, 20.0 shares authorized – 13.6 shares outstanding		-		-
Preferred stock not subject to mandatory redemption		19		19
Other paid-in capital		429		429
Retained earnings		209		172
Accumulated other comprehensive income		6		2
Total stockholders' equity		663		622
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,991	$	1,862

The accompanying notes as they relate to CILCO are an integral part of these consolidated financial statements.

CENTRAL ILLINOIS LIGHT COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Six Months Ended
	June 30,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	37		$	48
Adjustments to reconcile net income to net cash
provided by operating activities:
Mark-to-market gain on derivatives		(7	)		-
Depreciation and amortization		41			37
Amortization of debt issuance costs and premium/discounts		-			1
Deferred income taxes and investment tax credits, net		14			(3	)
Changes in assets and liabilities:
Receivables		13			(11	)
Materials and supplies		9			14
Accounts and wages payable		42			16
Taxes accrued, net		(11	)		(3	)
Assets, other		(4	)		(7	)
Liabilities, other		6			(4	)
Pension and postretirement benefit obligations		(1	)		1
Net cash provided by operating activities		139			89
Cash Flows From Investing Activities:
Capital expenditures		(140	)		(127	)
Changes in money pool advances		-			42
Other		1			-
Net cash used in investing activities		(139	)		(85	)
Cash Flows From Financing Activities:
Dividends on preferred stock		-			(1	)
Short-term debt, net		30			125
Changes in money pool borrowings		2			-
Redemptions, repurchases, and maturities of long-term debt		(19	)		(50	)
Capital contribution from parent		-			14
Net cash provided by financing activities		13			88
Net change in cash and cash equivalents		13			92
Cash and cash equivalents at beginning of year		6			3
Cash and cash equivalents at end of period	$	19		$	95

The accompanying notes as they relate to CILCO are an integral part of these consolidated financial statements.

ILLINOIS POWER COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In millions)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008			2007
Operating Revenues:
Electric	$	258		$	280	$	496		$	552
Gas		101			85		365			326
Other		1			-		2			2
Total operating revenues		360			365		863			880

Operating Expenses:
Purchased power		161			178		314			363
Gas purchased for resale		71			56		276			241
Other operations and maintenance		77			58		143			112
Depreciation and amortization		26			24		51			50
Amortization of regulatory assets		4			4		8			8
Taxes other than income taxes		13			16		36			37
Total operating expenses		352			336		828			811

Operating Income		8			29		35			69

Other Income and Expenses:
Miscellaneous income		3			3		6			5
Miscellaneous expense		(2	)		-		(3	)		(1	)
Total other income		1			3		3			4

Interest Charges		26			20		50			36
Income (Loss) Before Income Taxes		(17	)		12		(12	)		37
Income Taxes (Benefit)		(7	)		5		(5	)		15
Net Income (Loss)		(10	)		7		(7	)		22
Preferred Stock Dividends		-			-		1			1
Net Income (Loss) Available to Common Stockholder	$	(10	)	$	7	$	(8	)	$	21

The accompanying notes as they relate to IP are an integral part of these consolidated financial statements.

ILLINOIS POWER COMPANY
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions)

	June 30,		December 31,
	2008		2007
ASSETS
Current Assets:
Cash and cash equivalents	$	33	$	6
Accounts receivable - trade (less allowance for doubtful
accounts of $11 and $9, respectively)		140		137
Unbilled revenue		93		118
Accounts receivable – affiliates		15		17
Advances to money pool		5		-
Materials and supplies		114		134
Mark-to-market derivative assets		30		2
Mark-to-market derivative assets with affiliate		45		-
Other current assets		43		36
Total current assets		518		450
Property and Plant, Net		2,250		2,220
Investments and Other Assets:
Investment in IP SPT		11		10
Goodwill		214		214
Regulatory assets		296		316
Other assets		155		109
Total investments and other assets		676		649
TOTAL ASSETS	$	3,444	$	3,319

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities :
Current maturities of long-term debt	$	251	$	-
Current maturities of long-term debt payable to IP SPT		15		54
Short-term debt		175		175
Accounts and wages payable		117		85
Accounts payable – affiliates		44		36
Taxes accrued		5		7
Customer deposits		38		40
Other current liabilities		98		40
Total current liabilities		743		437
Long-term Debt, Net		759		1,014
Long-term Debt to IP SPT		-		2
Deferred Credits and Other Liabilities:
Regulatory liabilities		241		129
Accrued pension and other postretirement benefits		185		189
Accumulated deferred income taxes		148		148
Other deferred credits and liabilities		99		92
Total deferred credits and other liabilities		673		558
Commitments and Contingencies (Notes 2, 8 and 9)
Stockholders’ Equity:
Common stock, no par value, 100.0 shares authorized – 23.0 shares outstanding		-		-
Other paid-in-capital		1,194		1,194
Preferred stock not subject to mandatory redemption		46		46
Retained earnings		25		64
Accumulated other comprehensive income		4		4
Total stockholders’ equity		1,269		1,308
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,444	$	3,319

The accompanying notes as they relate to IP are an integral part of these consolidated financial statements.

ILLINOIS POWER COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)

	Six Months Ended
	June 30,
	2008			2007
Cash Flows From Operating Activities:
Net income (loss)	$	(7	)	$	22
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		54			42
Amortization of debt issuance costs and premium/discounts		4			4
Deferred income taxes		14			6
Changes in assets and liabilities:
Receivables		24			1
Materials and supplies		20			29
Accounts and wages payable		41			(38	)
Taxes accrued, net		(16	)		(2	)
Assets, other		13			(7	)
Liabilities, other		40			4
Pension and other postretirement benefit obligations		(8	)		12
Net cash provided by operating activities		179			73

Cash Flows From Investing Activities:
Capital expenditures		(73	)		(92	)
Changes in money pool advances		(5	)		-
Other		(1	)		(1	)
Net cash used in investing activities		(79	)		(93	)

Cash Flows From Financing Activities:
Dividends on common stock		(30	)		-
Dividends on preferred stock		(1	)		(1	)
Capital issuance costs		(2	)		-
Short-term debt, net		-			250
Changes in money pool borrowings, net		-			(43	)
Redemptions, repurchases and maturities of long-term debt		(337	)		-
Issuance of long-term debt		336			-
IP SPT maturities		(43	)		(43	)
Overfunding of TFNs		4			-
Net cash provided by (used in) financing activities		(73	)		163
Net change in cash and cash equivalents		27			143
Cash and cash equivalents at beginning of year		6			-
Cash and cash equivalents at end of period	$	33		$	143

The accompanying notes as they relate to IP are an integral part of these consolidated financial statements.

Exhibit 10.2

AMEREN DEFERRED COMPENSATION PLAN

2008 Document

WHEREAS, Ameren Corporation (“Ameren”) previously established the Ameren Corporation Deferred Compensation Plan (“Plan”) for certain of its employees; and

WHEREAS, Ameren previously established the Ameren Corporation Executive Incentive Compensation Program Elective Deferral Provisions for Members of the Ameren Leadership Team (“EIC Plan”); and

WHEREAS, effective January 1, 2005, Ameren began administering both the Plan and the EIC Plan with respect to amounts deferred on and after January 1, 2005 in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”); and

WHEREAS, effective January 1, 2007, Ameren merged the portions of the EIC Plan into the Plan which relate to post-2004 deferrals and restated the Plan; and

WHEREAS, effective January 1, 2008, Ameren desires to amend the Plan to incorporate provisions consistent with the final regulations promulgated under Code Section 409A; and

WHEREAS, with respect to a participant who had any deferral under the Plan or the EIC Plan after December 31, 2004, Ameren desires to eliminate the “409A grandfathering” of such participant’s pre-2005 deferrals so that all deferrals under the Plan and the EIC Plan of such a participant shall be administered in accordance with Code Section 409A;

NOW, THEREFORE, Ameren hereby clarifies that the provisions of this Plan apply to all amounts deferred under the Plan and the EIC Plan (pre-2005 deferrals and post-2004 deferrals) of a participant who made deferrals on or after January 1, 2005, and effective January 1, 2008, the Plan is restated as follows:

AMEREN DEFERRED COMPENSATION PLAN

2008 Document

AMEREN DEFERRED COMPENSATION PLAN

2008 Document

1.	PURPOSE AND AMENDMENT

The purpose of the Ameren Deferred Compensation Plan (“Plan”) is to provide eligible participants with the opportunity to accumulate capital of up to 50 percent of annual base salary and some or all of the Incentive Awards awarded pursuant to the Ameren Corporation Executive Incentive Compensation Program. Participation in the Plan is voluntary. The implementation of the Plan will provide Ameren Corporation and its subsidiaries (“Ameren”) with the means to attract and retain key employees by offering a competitive salary deferral program. The Plan is administered by the Ameren Services Company (“Company”).

2.	DEFINITIONS

Certain words and phrases are defined when first used in later paragraphs of the Plan. In addition, the following words and phrases when used herein, unless the context clearly requires otherwise, shall have the following respective meanings:

A.	Ameren : As used herein shall mean Ameren Corporation and its subsidiaries.

B.	Board : The Board of Directors of Ameren Corporation.

C.	Company: As used herein shall mean Ameren Services Company, as agent for Ameren and as administrator of the Plan.

D.	Deferral Account : Book entries reflecting each Participant’s Deferred Amounts and Interest credited thereon pursuant to the provisions of Section 6. A separate Deferral Account shall be maintained for each Deferral Commitment commenced hereunder.

E.	Deferral Commitment : The sum of the Salary and Incentive Award deferrals to which the Participant obligates himself pursuant to the provisions of Section 4.

F.	Deferred Amount : The amount of Salary and Incentive Award which a Participant elects to defer pursuant to the provisions of the Plan.

G.	Effective Date : January 1, 2008, as restated and amended from time to time.

H.	Incentive Award : The portion of an incentive award awarded to an officer, executive or other employee of Ameren pursuant to the provisions of the Ameren Executive Incentive Compensation Program which is deferred pursuant to the provisions of the Plan.

Page 1

I.	Interest : The amount of interest which a Participant shall be deemed to earn on his Deferred Amounts and which shall be credited to his Deferral Account as determined pursuant to Section 7.

J.	Participant : Any person eligible to participate in the Plan pursuant to Section 3 who elects or has elected to defer a portion of his salary pursuant to the provisions of the Plan.

For purposes of Sections 8 and 9, a Participant who transfers employment to any subsidiary of Ameren Corporation or other entity in which Ameren Corporation has a twenty percent (20%) or greater ownership interest shall be deemed not to have terminated employment as long as such Participant is an employee of such a subsidiary or entity. However, such individual shall be eligible to continue deferring amounts into the Plan during the calendar year of such transfer only with respect to amounts which qualify as Salary.

K.	Performance-Based Compensation : An Incentive Award that (a) is based on services performed over a period of at least 12 months and (b) constitutes performance-based compensation as defined in Treasury Regulations issued under Code Section 409A.

L.	Plan : The Ameren Deferred Compensation Plan, as revised and restated.

M.	Plan Year : The 12-month period commencing January 1 and ending on December 31.

N.	Retirement : Termination of employment after attainment of at least age 55.

O.	Salary : The annual base pay of a Participant, exclusive of any income from commissions, benefits, allowances, and/or other incentive plans paid by Ameren.

Specified Employee : A key employee (as defined in Code Section 416(i) without regard to Code Section 416(i)(5)) determined in accordance with the meaning of such term under Code Section 409A and the regulations promulgated thereunder and the resolutions of the Board of Directors of Ameren Corporation governing such determination.

3.	ELIGIBILITY

Any employee of Ameren who is designated and treated by Ameren as a member of the Ameren Leadership Team shall be eligible to participate in the Plan, unless the Human Resources Committee of Ameren Corporation Board of Directors designates such person as ineligible for the Plan. Any individual who is eligible to participate in the Plan may become a Participant by commencing a Deferral Commitment.

Page 2

4.	COMMENCING A DEFERRAL COMMITMENT

A.	Maximum Deferrals :

A Participant may commence a Deferral Commitment by making an election to defer a percentage of Salary, in 1% increments, up to a maximum of 50 percent. The amount of Salary deferred may not reduce the amount of the Participant’s non-deferred Salary for the year of deferral below the maximum level of “Federal Insurance Contributions Act taxable wages” (i.e., the FICA taxable wage base). Upon application to the Company by a Participant, the Company may, in its discretion, permit a Participant to defer Salary in excess of 50 percent or waive the FICA taxable wage base limitation. A Participant may defer receiving some or all of an Incentive Award granted to such Participant, as described above, by electing to defer receiving either a percentage of an Incentive Award otherwise payable to him or by electing to defer all of an Incentive Award greater than a set dollar amount.

B.	Irrevocability of Deferral Commitment :

During a Plan Year, a Deferral Commitment shall be irrevocable, and the deferral percentage or amount elected by the Participant thereunder shall not be increased or decreased.

C.	Term of Deferral Commitment :

The term of a normal Deferral Commitment shall be the Plan Year.

D.	Crediting of Deferred Amounts :

The Participant’s Deferred Amounts shall be credited to his Deferral Account by no later than the end of the month in which such amounts would, but for such deferral, be payable to the Participant.

5.	TERMS OF DEFERRAL ELECTION

A Participant’s written election to defer Salary for a Plan Year shall indicate the percentage or amount of Salary and/or Incentive Award which the Participant is electing to defer under the Plan and the method of distribution of such amounts, as permitted under Section 8. Such election shall be made in accordance with procedures established by the Company by no later than the last date specified for such election, which shall not be later than (a) in the case of an election to defer Salary or an Incentive Award that is not Performance-Based Compensation, the December 31 preceding the first day of the Plan Year for which the Salary or Incentive Award is earned or (b) in the case of an election to defer an Incentive Award which is Performance-Based Compensation, a date (as determined by the Company) no later than the date that is six months before the end of the performance period, provided that, (1) the Participant continuously performs services from the date the performance criteria are established through the date the Participant makes his or her election and (2) the Incentive Award is not substantially certain to be paid and is not readily ascertainable as of such date. In the case of a Participant who first becomes eligible to participate in this Plan

Page 3

during a Plan Year, an election to defer Salary and/or an Incentive Award may be made within 30 days after the date the employee first becomes eligible to participate in the Plan, provided that the employee has not previously become eligible to participate in any other nonqualified account balance plan maintained by Ameren (as defined in Treasury Regulation Section 1.409A-1(c)(2)(i)(A)), with respect to Salary and Incentive Awards paid for services to be performed subsequent to the election, which shall be irrevocable during such initial year of participation. With respect to an Incentive Award, such initial election shall apply only to the portion of such compensation equal to the total amount of compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. However, an election with respect to an Incentive Award may apply to the entire Incentive Award, if elected by the Participant, and/or be made at a later date if otherwise permitted under Section 5(b).

6.	PARTICIPANT DEFERRAL ACCOUNT

There shall be established a Deferral Account in the name of each Participant who elects to defer Salary and/or an Incentive Award by commencing a Deferral Commitment under the provisions of the Plan. A separate Deferral Account will be maintained for each Deferral Commitment commenced by each Participant with respect to Salary and Incentive Awards related to that Deferral Commitment. The Deferral Account shall reflect the value of the Participant’s Deferred Amounts plus Interest credited thereon with respect to the specific Deferral Commitment. The records for each Deferral Account maintained for the Participant shall be available for inspection by the Participant at reasonable times, and the Company shall make available to the Participant a statement indicating the aggregate amount credited to each of the Participant’s Deferral Accounts and the value of each such Deferral Account.

7.	INTEREST ON DEFERRED AMOUNTS

Interest calculated at the rate or rates, as hereinafter described, shall accrue from the date Salary and/or Incentive Awards deferrals are credited to the Participant’s Deferral Account and shall be compounded annually and credited to the Participant’s Deferral Account as of the last business day of each Plan Year (or as of such other dates as determined by the Company) for which the Participant has a Deferral Account balance. While the Participant is employed by Ameren, the Participant’s Deferral Account balance shall earn Interest at the “Plan Interest Rate.” After retirement, termination of employment (in the case of a Specified Employee subject to a 6-month delay described in Section 9.C) or following the death of the Participant, the Participant’s Deferral Account balance shall earn interest at the “Base Interest Rate.”

The “Plan Interest Rate” for any Plan Year shall be 150 percent of the average Mergent’s Seasoned AAA Corporate Bond Yield Index (“Mergent’s Index”, formerly called “Moody’s Index”) for the previous calendar year. Interest rates are calculated annually as of the first day of the Plan Year.

The “Base Interest Rate” for any Plan Year shall be equal to the average Mergent’s Index for the previous calendar year.

Page 4

8.	DISTRIBUTION AT RETIREMENT

At the time that a Participant makes an election to defer Salary and/or Incentive Awards under the Plan, he shall select a method for the distribution of the balance of that Deferral Account. Upon Retirement, the balance of each of the Participant’s Deferral Account(s) shall be distributed to the Participant according to the pay-out method selected by the Participant; provided that, any Deferral Account which is subject to a scheduled payment option pursuant to Section 10 as of the year in which the Participant retires or a year following the year in which a Participant retires shall be paid under Alternative 1. A Participant may elect to receive his account distribution as a lump sum or in substantially equal installments over a set period up to 15 years. Under either payment method, a Participant can elect to commence distribution at the time of Retirement or defer such payment(s) until March 1 of the calendar year following Retirement. (For example, a Participant whose Retirement is effective June 1, 2007, may defer payment from his Deferral Account(s) until March 1, 2008.) Notwithstanding a Participant’s election, payment of benefits shall not be made or commence under this Section 8 prior to the date which is 6 months after the date of a Participant’s Retirement in the case of a Participant who is determined to be a Specified Employee at the time of his Retirement. During such 6-month delay, a Participant’s Deferral Account will be credited with interest at the Base Interest Rate. Any payments that would have been paid during such 6-month period shall be paid in a lump sum to the Participant as of the day after the last day of such 6-month period, and all other payments following such 6-month period shall be paid in accordance with the terms of the Plan and the Participant’s election.

Distribution Alternatives :

1.	The balance of the Participant’s Deferral Account to be distributed in a single lump sum, payable the first day of the first month following the month in which Retirement occurs.

2.	The balance of the Participant’s Deferral Account to be distributed in a single lump sum, payable on March 1 of the calendar year following Retirement.

3.	The balance of the Participant’s Deferral Account to be distributed in substantially equal installments over a period of 5 years commencing at Retirement.

4.	The balance of the Participant’s Deferral Account to be distributed in substantially equal installments over a period of 5 years commencing on March 1 of the calendar year following Retirement.

5.	The balance of the Participant’s Deferral Account to be distributed in substantially equal installments over a period of 10 years commencing at Retirement.

Page 5

6.	The balance of the Participant’s Deferral Account to be distributed in substantially equal installments over a period of 10 years commencing on March 1 of the calendar year following Retirement.

7.	The balance of the Participant’s Deferral Account to be distributed in substantially equal installments over a period of 15 years commencing at Retirement.

8.	The balance of the Participant’s Deferral Account to be distributed in substantially equal installments over a period of 15 years commencing on March 1 of the calendar year following Retirement.

Installment payments (Alternatives 3 through 8) shall be paid annually, unless the Participant elects, at the time Alternatives 3 through 8, as applicable, are elected, to receive them on a monthly basis. The distribution options available in circumstances where the Participant dies, either before or after Retirement, or is placed on disability status prior to Retirement are described in Sections 10 and 11. The deferral of payments to the calendar year following Retirement (Alternatives 2, 4, 6 and 8) is not permitted in cases of death or long-term disability.

B.	Subsequent Election Changes :

In accordance with the procedures established by the Company, a Participant may elect to change his method of distribution with respect to Deferral Commitments related to years prior to 2009, with respect to amounts not otherwise payable in 2008, if such an election is made no later than December 31, 2008.

On and after January 1, 2009, a Participant may elect to change his method of distribution with respect to one or more Deferral Accounts in accordance with rules established by the Company. If a Participant makes such election, then (a) such election shall not take effect until at least 12 months after the date on which such election is made, and submitted to the Company; (b) the first payment with respect to which such election is made shall be deferred for a period of not less than 5 years from the date such payment would otherwise have been made; (c) any election related to a payment that was otherwise to be made at a specified time may not be made less than 12 months prior to the date of the first scheduled payment; and (d) with respect to a change in payment form, such change may not impermissibly accelerate the time or schedule of any payment under the Plan, except as provided in regulations promulgated by the Secretary of Treasury.

A change in the method of distribution must be made in accordance with the rules and procedures established by the Company.

9.	TERMINATION OF EMPLOYMENT PRIOR TO BECOMING ELIGIBLE FOR RETIREMENT

General :

Except as described in Paragraph B, if a Participant terminates employment after completing one or more Deferral Commitments but prior to becoming eligible for

Page 6

Retirement, the balance of the Participant’s corresponding Deferral Account(s), including any Deferral Accounts subject to a scheduled payment option under Section 10, shall be distributed in a single sum to the Participant no later than 30 days after the date the Participant terminates employment. The Participant shall not have a right to designate the taxable year of the payment.

B.	Change of Control :

In the event that a Participant terminates employment from Ameren after completing one or more Deferral Commitments but prior to becoming eligible for Retirement and after the occurrence of a Change of Control, the balance of the Participant’s Deferral Account(s), including Interest calculated at the Plan Interest Rate, shall be distributed in a single sum to the Participant no later than 30 days after the date the Participant terminates employment. For purposes of this Paragraph, Change of Control shall have the same meaning that it has in the Amended and Restated Ameren Corporation Change of Control Severance Plan. The participant shall not have the right to designate the taxable year of the payment.

Specified Employee Restriction :

Notwithstanding the above, payment of benefits shall not be made under this Section 9 prior to the date which is 6 months after the date of a Participant’s termination of employment in the case of a Participant who is determined to be a Specified Employee at the time of his termination of employment. In such case, the lump sum amount determined under Section 9.A or 9.B, as appropriate, shall be paid to the Participant as of the day after the last day of such 6-month period.

Termination of Employment :

For purposes of Sections 2N, 8 and 9, a Participant shall be deemed to have terminated employment if Ameren and the Participant reasonably anticipate a permanent reduction in his or her level of bona fide services to a level less than 50% of the average level of bona fide services provided by the Participant in the immediately preceding 36-month period. Notwithstanding the preceding sentence, no termination of employment shall occur (1) while the Participant is on military leave, sick leave, or other bona fide leave-of-absence which does not exceed six months or such longer period during which the Participant retains a right to reemployment with Ameren pursuant to law or by contract; or (2) while the Participant is on a leave-of-absence due to a medically determinable physical or mental impairment that can be expected to last for a continuous period of six months or more and results in the Participant being unable to perform services for Ameren in his or her position or a substantially similar position and that does not exceed 29 months. A leave of absence will be a bona fide leave-of-absence only if there is a reasonable expectation that the Participant will return to perform services for Ameren.

Page 7

10.	SCHEDULE PAYMENT OPTION

At the time a Participant makes an election to defer Salary and/or Incentive Awards under the Plan, he or she may elect for the distribution of the balance of that Deferral Account to be made in a specified year; provided such year is at least three years after the year to which the deferral relates. Distributions pursuant to this scheduled payment option shall be paid in a lump sum no later than the December 31 st of the specified year.

11.	TOTAL DISABILITY OF PARTICIPANT

In the event that it is determined by a duly licensed physician selected by the Company that, because of ill health, accident or other disability, a Participant is no longer able, properly and satisfactorily, to perform his regular duties and responsibilities, and therefore, such Participant has been placed on long term disability ("LTD"), the Company shall commence distribution of the Participant’s Deferral Account(s) in accordance with the distribution method selected by the Participant, but only if the Participant is disabled within the meaning of Code Section 409A(a)(2)(C). Where a Participant had elected a deferral option (Section 8, Alternatives 2, 4, 6 and 8), payments will be made in the same form as elected (i.e., lump sum or installment) but will commence no later than 30 days after the Participant’s LTD effective date, to the extent a distribution is permitted under the previous sentence. The Participant shall not have a right to designate the taxable year of the payment. Under this provision, a Participant on LTD status may receive a distribution from his Deferral Account(s) prior to attaining age 55.

12.	DEATH OF PARTICIPANT

A.	Prior to Retirement :

In the event of the Participant’s death after attaining at least age 55, the Company shall commence distribution of the Participant’s Deferral Account(s) to the Participant’s designated beneficiary(ies) according to the method(s) selected by the Participant pursuant to Section 8. If a Participant dies prior to attaining age 55 and prior to receiving benefits under the Plan, the Company shall commence distribution to the Participant’s designated beneficiary(ies) in a lump sum. Even if the Participant had chosen a deferral option (Section 8, Alternatives 2, 4, 6 and 8), payment will commence as soon as administratively feasible but no later than 30 days after the month in which the Participant’s death occurs. Neither the Participant nor a beneficiary shall have a right to designate the taxable year of the payment.

B.	After Retirement :

In the event a Participant dies after his Retirement but prior to receiving benefits under the Plan, the Company shall commence distribution of the Participant’s Deferral Account(s) to the Participant’s designated beneficiary(ies). Such payments will be made in the same form as elected (i.e., lump sum or installment) but will commence as soon as administratively feasible, but no later than 30 days after the month in which the Participant’s death occurs. Neither the Participant nor a beneficiary shall have a right to designate the taxable year of the payment. Where a Participant who is receiving benefits dies, the Company shall

Page 8

continue to make distributions to the Participant’s designated beneficiary(ies) in accordance with the method selected by the Participant.

13.	HARDSHIP DISTRIBUTION

In the event that a Participant (or in the case of the Participant’s death, his beneficiary) suffers a Financial Hardship, the Company may, if it deems advisable in its sole and absolute discretion, distribute on behalf of the Participant, his beneficiary or his legal representative, any portion of the Participant’s Deferral Account(s), but in no event more than the amount reasonably necessary to relieve the Financial Hardship upon which the request is based, plus the federal and state taxes due on the withdrawal, as determined by the Company. Any such hardship distribution shall be made at such times as the Company shall determine, and the Participant’s Deferral Account(s) shall be reduced by the amount so distributed and/or utilized. Financial Hardship means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, his or her spouse or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

Notwithstanding any other provision of this Plan, if a Participant receives a safe harbor hardship distribution under any tax-qualified employee retirement plan maintained by his or her employer, all deferral elections of the Participant under the Plan shall be suspended for a period of at least 6 months, and the Participant shall not be eligible to resume deferrals hereunder until the Plan Year beginning after expiration of such 6-month period.

14.	DESIGNATION OF BENEFICIARY

The Participant shall designate in writing, on a form approved by the Company, one or more primary and/or secondary beneficiaries who shall receive distributions otherwise payable to the Participant or as otherwise authorized by the Plan, and such beneficiary designation shall be controlling with respect to all Deferral Accounts such Participant may have pursuant to the provisions of the Plan. The Participant’s spouse, if any, must consent in writing to the designation of a primary beneficiary(ies) other than such spouse as the sole primary beneficiary. Subject to the requirement of the preceding sentence, the Participant shall have the right, at any time and for any reason, to submit a revised designation of beneficiary. Such revised designation of beneficiary shall become effective provided it is delivered to the Company prior to the death of such Participant, and it shall supersede all prior designations of beneficiary submitted by the Participant. A beneficiary may be a natural person or an entity (such as a trust or a charitable organization).

If no designation of beneficiary has been received by the Company from the Participant prior to his death, or if the beneficiary(ies) designated by the Participant has not survived the Participant or cannot otherwise be located by the Company within a reasonable period of time, distributions shall be made to the person or persons in the first of the following classes of successive preference:

1.	The Participant’s surviving spouse.

Page 9

2.	The Participant’s surviving children, equally.

3.	The Participant’s surviving parents, equally.

4.	The Participant’s surviving brothers and sisters, equally.

5.	The Participant’s personal representative(s), executor(s) or administrator(s).

15.	PAYMENTS TO MINORS OR INCOMPETENTS

Whenever, in the Company’s opinion, a person entitled to receive any payment under the Plan is a minor, is under a legal or other disability or is so incapacitated as to be unable to manage his financial affairs, a distribution may be made to such person or to his legal representative or to a relative or friend of such person for his benefit, or for the benefit of such person in whatever manner the Company considers advisable. Any payment of a benefit in accordance with the provisions of this Section shall be a complete discharge of any liability for the making of such payment under the provisions of the Plan.

16.	ADMINISTRATION

Except as specified otherwise in the Plan, the Company shall have full power and discretion to administer, construe and interpret the Plan. Any authorized action or decision under the provisions of the Plan undertaken by the Company arising out of, or in connection with the administration, construction, interpretation or effect of the Plan, or recommendations in accordance therewith, or any rules and regulations adopted by the Company shall be conclusive and binding on all Participants and their beneficiaries and all other persons whosoever.

17.	MISCELLANEOUS

No Trust Created : The arrangements hereunder are unfunded for tax purposes and for the purposes of ERISA, Title I. Nothing contained in the Plan, and no action taken pursuant to its provisions shall create, or be construed to create, a trust, escrow of any kind, or a fiduciary relationship between Ameren and the Participant, his designated beneficiary(ies), other beneficiaries of the Participant or any other person.

Unsecured General Creditor Status : Distributions to the Participant or his designated beneficiary(ies) or any other beneficiary(ies) hereunder shall be made from assets which prior to distribution shall continue, for all purposes, to be a part of the general corporate assets and no person (including Participants) shall have any interest in such assets of Ameren, including without limitation the proceeds of life or other insurance policies, by virtue of the provisions of the Plan. To the extent that any person, including the Participant, acquires a right to receive distributions under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of Ameren and the obligation to pay constitutes a mere promise of Ameren to make payments in the future.

Page 10

Recovery of Costs : In the event that the Company purchases an insurance policy or policies insuring the life of a Participant or any other property to allow Ameren to recover the costs of providing deferred compensation in whole or in part, hereunder, neither the Participant, his beneficiary(ies) nor any other person or persons shall have any rights therein whatsoever. Ameren shall be the sole owners and beneficiaries of any such insurance policy and shall possess and may exercise all incidents of ownership therein.

Protective Provisions : A Participant shall cooperate with the Company by providing all information requested including a medical history. In connection therewith, the Company reserves the right to require that the Participant submit to a physical examination if such examination is deemed to be necessary or appropriate. The costs of all such physical examinations will be paid by the Company. If the Participant refuses to cooperate with the Company, the Company shall have no further obligation to the Participant under the provisions of the Plan. If the Participant makes any material misstatement of information or non-disclosure of medical history, then no benefits shall be payable to the Participant or his beneficiary(ies) over and above actual Salary deferrals.

No Contract of Employment : Nothing contained herein shall be construed to be a contract of employment for any term of years, nor a conferring upon the Participant the right to continue to be employed in his present capacity, or in any capacity. It is expressly understood that the Plan relates to the payment of deferred compensation for the Participant’s services normally distributable after termination of his employment, and the Plan is not in any way intended to be an employment contract.

Spendthrift Provisions : Neither the Participant, his beneficiary(ies), nor any other person or persons shall have any power or right to sell, alienate, attach, garnish, transfer, assign, anticipate, pledge or otherwise encumber any part or all of a Deferral Account maintained or distributable hereunder. No amounts hereunder shall be subject to seizure by any creditor of the Participant or a beneficiary, beneficiary(ies) or any other person or persons by a proceeding at law or in equity, nor shall such amounts be transferable by operation of law in the event of divorce, legal separation, bankruptcy, insolvency or death of the Participant, his beneficiary(ies), or any other person or persons. Any such attempted assignment or transfer shall be null and void.

G.	Withholding Taxes : To the extent required by the law in effect at the time that deferrals are made hereunder, the Company shall withhold from non-deferred compensation the payroll taxes required to be withheld by the federal or any state or local government.

Suspension, Termination and Amendment : The Board of Directors of Ameren Corporation shall have the power to suspend or terminate the Plan in whole or in part at any time, and from time-to-time to extend, modify, amend or revise the Plan in such respects as the Board of Directors by resolution may deem advisable, provided that (1) no such extension, modification, amendment or revision shall deprive a Participant, or any beneficiary(ies) thereof, of any part or all of the

Page 11

Participant’s Deferral Account and (2) no attempt to terminate the Plan shall be effective unless such termination complies with the restrictions and requirements applicable under Code Section 409A and the regulations promulgated thereunder in effect at the time of such termination.

Conflicts : Any conflict in the language or terms or interpretation of the language or terms of the Plan between this Plan document and any other document which purports to describe the rights, benefits, duties or obligations of any Participant, Ameren or any other person or entity shall be resolved in favor of this Plan document.

J.	Validity : In the event any provision of the Plan is held invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan.

K.	Captions : The captions of the articles and sections of the Plan are for convenience only and shall not control nor affect the meaning or construction of any of its provisions.

L.	Gender and Plurals : Wherever used in the Plan, words in the masculine gender shall include masculine or feminine gender, and, unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.

Notice : Any election, beneficiary designation, notice, consent or demand required or permitted to be given under the provisions of the Plan shall be in writing and shall be signed by the Participant. If such election, beneficiary designation, notice, consent or demand is mailed by a Participant, it shall be sent by United States Certified Mail, postage prepaid, and addressed to the chief human resources officer, Ameren Services Company, P. O. Box 66149, St. Louis, Missouri 63166-6149. The date of such mailing shall be deemed to be the date of such notice, consent or demand.

N.	Governing Law : The Plan, and the rights of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of Missouri.

Disputes : A Participant who believes that he is being denied a benefit to which he is entitled (hereinafter referred to as “Claimant”), or his representative, may file a written request for such benefit with the Plan Administrator of the Plan setting forth his claim. The request must be addressed to: Ameren Services Company, Employee Benefits Department, P.O. Box 66149, MC 533, St. Louis, Missouri 63166-6149, Attention: Plan Administrator, Deferred Compensation Plan.

Upon receipt of a claim, the Company shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall in fact deliver such reply within such period. However, the Company may extend the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole or in part, the

Page 12

Company will adopt a written opinion using language calculated to be understood by the Claimant setting forth:

1.	the specific reason or reasons for denials.

2.	specific references to pertinent Plan provisions on which the denial is based.

3.	a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation why such material or such information is necessary.

4.	appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review, including a statement of the Claimant's right to bring a civil action forllowing an adverse benefit determination on review, and
5.	the time limits for requesting a review and for the actual review.

Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Company review its determination. The Claimant or his duly authorized representative may submit written comments, documents, records or other information relating to the denied claim, which shall be considered in the review under this subsection without regard to whether such information was submitted or considered in the initial benefit determination. The Claimant or his duly authorized representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his claim. If the Claimant does not request a review of the Company’s determination within such 60-day period, he shall be barred and estopped from challenging its determination.

Within sixty (60) days after the Company’s receipt of a request for review, it will review its prior determination. After considering all materials presented by the Claimant, the Company will render a written opinion setting forth the specific reasons for his decision and containing specific references to the pertinent Plan provisions on which his decision is based. If special circumstances require that the 60-day period be extended, the Company will so notify the Claimant and will render the decision as soon as possible but not later than one hundred twenty (120) days after receipt of the request for review. If the Company makes an adverse benefit determination on review, the Company will render a written opinion using language calculated to be understood by the Claimant setting forth:

1.	the specific reason or reasons for denial,
2.	specific references to pertinent Plan provisions on which the denial is based,
3.	a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his claim, and
4.	a statement of the Claimant’s right to bring a civil action following an adverse benefit determination on review.

Page 13

P.	Interpretation of Plan : All provisions of this Plan shall be interpreted in a manner so as to be consistent with Section 409A of the Code and the regulations issued thereunder.

IN WITNESS WHEREOF, the foregoing restatement was adopted on the 13th day of June, 2008.

AMEREN CORPORATION

By: /s/ Donna K. Martin

Title: Senior Vice President and Chief Human Resources

Officer (Ameren Services Company)

Page 14

Commission File Number	Exact name of registrant as specified in its charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification No .

1-14756	Ameren Corporation	43-1723446
	(Missouri Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222

1-2967	Union Electric Company	43-0559760
	(Missouri Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222

1-3672	Central Illinois Public Service Company	37-0211380
	(Illinois Corporation)
	607 East Adams Street
	Springfield, Illinois 62739
	(888) 789-2477

333-56594	Ameren Energy Generating Company	37-1395586
	(Illinois Corporation)
	1901 Chouteau Avenue
	St. Louis, Missouri 63103
	(314) 621-3222

2-95569	CILCORP Inc.	37-1169387
	(Illinois Corporation)
	300 Liberty Street
	Peoria, Illinois 61602
	(309) 677-5271

1-2732	Central Illinois Light Company	37-0211050
	(Illinois Corporation)
	300 Liberty Street
	Peoria, Illinois 61602
	(309) 677-5271

1-3004	Illinois Power Company	37-0344645
	(Illinois Corporation)
	370 South Main Street
	Decatur, Illinois 62523
	(217) 424-6600

	Large Accelerated Filer	Accelerated Filer	Non-Accelerated Filer	Smaller Reporting Company
Ameren Corporation	(X)	( )	( )	( )
Union Electric Company	( )	( )	(X)	( )
Central Illinois Public Service Company	( )	( )	(X)	( )
Ameren Energy Generating Company	( )	( )	(X)	( )
CILCORP Inc.	( )	( )	(X)	( )
Central Illinois Light Company	( )	( )	(X)	( )
Illinois Power Company	( )	( )	(X)	( )

Ameren Corporation	Yes	( )	No	(X)
Union Electric Company	Yes	( )	No	(X)
Central Illinois Public Service Company	Yes	( )	No	(X)
Ameren Energy Generating Company	Yes	( )	No	(X)
CILCORP Inc.	Yes	( )	No	(X)
Central Illinois Light Company	Yes	( )	No	(X)
Illinois Power Company	Yes	( )	No	(X)

Ameren Corporation	Common stock, $.01 par value per share – 210,208,319

Union Electric Company	Common stock, $5 par value per share, held by Ameren Corporation (parent company of the registrant) – 102,123,834

Central Illinois Public Service Company	Common stock, no par value, held by Ameren Corporation (parent company of the registrant) – 25,452,373

Ameren Energy Generating Company	Common stock, no par value, held by Ameren Energy Resources Company, LLC (parent company of the registrant and subsidiary of Ameren Corporation) – 2,000

CILCORP Inc.	Common stock, no par value, held by Ameren Corporation (parent company of the registrant) – 1,000

Central Illinois Light Company	Common stock, no par value, held by CILCORP Inc. (parent company of the registrant and subsidiary of Ameren Corporation) – 13,563,871

Illinois Power Company	Common stock, no par value, held by Ameren Corporation (parent company of the registrant) – 23,000,000

	Page
GLOSSARY OF TERMS AND ABBREVIATIONS.....................................................................................................................................................................................................	5

Forward-looking Statements..........................................................................................................................................................................................................................................	7

PART I Financial Information

Item 1. Financial Statements (Unaudited)
Ameren Corporation
Consolidated Statement of Income...............................................................................................................................................................................................................	8
Consolidated Balance Sheet..........................................................................................................................................................................................................................	9
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	10
Union Electric Company
Consolidated Statement of Income...............................................................................................................................................................................................................	11
Consolidated Balance Sheet..........................................................................................................................................................................................................................	12
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	13
Central Illinois Public Service Company
Statement of Income.......................................................................................................................................................................................................................................	14
Balance Sheet..................................................................................................................................................................................................................................................	15
Statement of Cash Flows................................................................................................................................................................................................................................	16
Ameren Energy Generating Company
Consolidated Statement of Income...............................................................................................................................................................................................................	17
Consolidated Balance Sheet..........................................................................................................................................................................................................................	18
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	19
CILCORP Inc.
Consolidated Statement of Income...............................................................................................................................................................................................................	20
Consolidated Balance Sheet..........................................................................................................................................................................................................................	21
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	22
Central Illinois Light Company
Consolidated Statement of Income..............................................................................................................................................................................................................	23
Consolidated Balance Sheet.........................................................................................................................................................................................................................	24
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	25
Illinois Power Company
Consolidated Statement of Income..............................................................................................................................................................................................................	26
Consolidated Balance Sheet..........................................................................................................................................................................................................................	27
Consolidated Statement of Cash Flows.......................................................................................................................................................................................................	28

Combined Notes to Financial Statements....................................................................................................................................................................................................	29

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations............................................................................................................	60
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................................................................................................................................................	85
Item 4 and
Item 4T. Controls and Procedures...............................................................................................................................................................................................................................	90

PART II Other Information

Item 1. Legal Proceedings...........................................................................................................................................................................................................................................	90
Item 1A. Risk Factors......................................................................................................................................................................................................................................................	91
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.................................................................................................................................................................	91
Item 4. Submission of Matters to a Vote of Security Holders...............................................................................................................................................................................	91
Item 6. Exhibits..............................................................................................................................................................................................................................................................	93

Signatures.........................................................................................................................................................................................................................................................................	96

	Three Months				Six Months
	2008		2007		2008		2007
Operating revenues	$	137	$	109	$	247	$	206
Operating income		68		51		132		105
Net income		42		32		82		66

	Performance Share Units					Restricted Shares
	Shares			Weighted-average Fair Value Per Unit		Shares			Weighted-average Fair Value Per Share
Nonvested at January 1, 2008		669,403		$	57.88		316,768		$	46.23
Granted (a)		495,847			47.57		-			-
Dividends		-			-		5,974			42.83
Forfeitures		-			-		(2,163	)		48.19
Vested (b)		(40,575	)		53.48		(114,286	)		44.05
Nonvested at June 30, 2008		1,124,675		$	53.50		206,293		$	47.46

	Ameren (a)	UE	Genco	CILCORP (b)	CILCO
June 30, 2008
Emission allowances (c)	$ 177	$ 52	$ 52	$ 37	$ 1

$1.15 Billion Credit Facility	Ameren (Parent)			UE			Genco			Total
June 30, 2008:
Average daily borrowings outstanding during 2008	$	511		$	243		$	82		$	836
Outstanding short-term debt at period end		400			33	(a)		-			433	(a)
Weighted-average interest rate during 2008		3.84	%		3.40	%		3.97	%		3.73	%
Peak short-term borrowings during 2008	$	675		$	493		$	150		$	983
Peak interest rate during 2008		7.25	%		5.65	%		5.53	%		7.25	%

2007 $500 Million Credit Facility	CIPS			CILCORP (Parent)			CILCO (Parent)			IP			AERG			Total
June 30, 2008:
Average daily borrowings outstanding during 2008	$	-		$	125		$	56		$	153		$	91		$	425
Outstanding short-term debt at period end		-			125			-			175			100			400
Weighted-average interest rate during 2008		-			4.81	%		4.41	%		4.54	%		4.20	%		4.53	%
Peak short-term borrowings during 2008	$	-		$	125		$	75		$	200		$	105		$	490
Peak interest rate during 2008		-			6.66	%		6.47	%		6.15	%		6.22	%		6.66	%
2006 $500 Million Credit Facility
June 30, 2008:
Average daily borrowings outstanding during 2008	$	71		$	50		$	11		$	3		$	187		$	322
Outstanding short-term debt at period end		25			50			75			-			200			350
Weighted-average interest rate during 2008		4.64	%		4.79	%		4.79	%		6.50	%		4.30	%		4.49	%
Peak short-term borrowings during 2008	$	135		$	50		$	75		$	100		$	200		$	465
Peak interest rate during 2008		6.31	%		7.01	%		5.98	%		6.50	%		7.01	%		7.01	%

	Required Interest Coverage Ratio (a)	Actual Interest Coverage Ratio	Bonds Issuable (b)	Required Dividend Coverage Ratio (c)	Actual Dividend Coverage Ratio	Preferred Stock Issuable
UE	≥ 2.0	4.0	$ 2,757	≥ 2.5	62.5	$ 2,038
CIPS	≥ 2.0	1.1	38	≥ 1.5	0.9	-
CILCO	≥ 2.0 (d)	12.9	331	≥ 2.5	33.1	321 (e)
IP	≥ 2.0	2.3	792	≥ 1.5	0.9	-

	Required Interest Coverage Ratio	Actual Interest Coverage Ratio	Required Debt-to- Capital Ratio	Actual Debt-to- Capital Ratio
Genco (a)	≥1.75 (b)	8.9	≤60%	50%
CILCORP (c)	≥2.2	3.1	≤67%	26%

	Three Months						Six Months
Gains (Losses)	2008			2007			2008			2007
Ameren	$	(22	)	$	8		$	(30	)	$	13
UE		(3	)		(4	)		(5	)		(2	)

		Quoted Prices in Active Markets for Identified Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Other Unobservable Inputs (Level 3)	Total
Assets:
Ameren (a)	Derivative assets (b)	$ 3	$ 90	$ 308	$ 401
	Nuclear Decommissioning
	Trust Fund (c)	208	84	1	293
UE	Derivative assets	-	66	48	114
	Nuclear Decommissioning
	Trust Fund (c)	208	84	1	293
CIPS	Derivative assets (b)	-	-	112	112
Genco	Derivative assets (b)	-	-	5	5
CILCORP/CILCO	Derivative assets (b)	(d)	-	78	78
IP	Derivative assets (b)	-	-	196	196
Liabilities:
Ameren (a)	Derivative liabilities (b)	$ 1	$ 171	$ 106	$ 278
UE	Derivative liabilities (b)	-	95	8	103
CIPS	Derivative liabilities (b)	-	-	(d)	(d)
Genco	Derivative liabilities (b)	(d)	-	1	1

																						Change in
												Total										Unrealized
				Realized and Unrealized Gains (Losses )								Realized		Purchases,								Gains (Losses)
		Beginning								Included in		and		Issuances,			Net			Ending		Related to
		Balance at								Regulatory		Unrealized		and Other			Transfers In			Balance at		Assets/Liabilities
		April 1,		Included in			Included			Assets/		Gains		Settlements,			and/or (Out)			June 30,		Still Held at
		2008		Earnings (a)			In OCI			Liabilities		(Losses)		Net			of Level 3			2008		June 30, 2008
Net Derivative	Ameren	$	59	$	87		$	(25	)	$	109	$	171	$	(29	)	$	1		$	202	$	122
Contracts	UE		15		8			3			12		23		2		(b		)		40		18
	CIPS		58		-			-			56		56		(2	)		-			112		56
	Genco		1		4		(b		)		-		4		(1	)		-			4		4
	CILCORP/CILCO		40		(1	)		-			42		41		(4	)		-			77		42
	IP		102		-			-			97		97		(4	)		-			195		101
Nuclear	Ameren	$	2	$	-		$	-		$	-	$	-	$	(1	)	$	-		$	1	$	-
Decommissioning	UE		2		-			-			-		-		(1	)		-			1		-
Trust Fund

	June 30, 2008 (a)		December 31, 2007
CIPS	$	49	$	1
CILCO		24	(b		)
IP		74		1
Total	$	147	$	2

		Three Months										Six Months
Agreement		UE		CIPS		Genco		CILCORP (a)		IP		UE		CIPS		Genco		CILCORP (a)		IP

Operating Revenues:
Genco and AERG power supply agreements with	2008	$	(b)	$	(b)	$	199	$	70	$	(b)	$	(b)	$	(b)	$	425	$	153	$	(b)
Marketing Company	2007	(b)		(b)			182		62	(b)		(b)		(b)			393		134	(b)
Ancillary service agreement with CIPS,	2008		3	(b)		(b)		(b)		(b)			6	(b)		(b)		(b)		(b)
CILCO and IP	2007		4	(b)		(b)		(b)		(b)			8	(b)		(b)		(b)		(b)
UE and Genco gas transportation	2008	(c)		(b)		(b)		(b)		(b)		(c)		(b)		(b)		(b)		(b)
agreement	2007	(c)		(b)		(b)		(b)		(b)		(c)		(b)		(b)		(b)		(b)
Total Operating	2008	$	3	$	(b)	$	199	$	70	$	(b)	$	6	$	(b)	$	425	$	153	$	(b)
Revenues	2007		4	(b)			182		62	(b)			8	(b)			393		134	(b)
Fuel and Purchased Power:
CIPS, CILCO and IP agreements with Marketing ompany (2006 auction and
energy and capacity	2008	$	(b)	$	31	$	(b)	$	15	$	46	$	(b)	$	72	$	(b)	$	32	$	99
agreements)	2007	(b)			36	(b)			19		57	(b)			78	(b)			38		112
Ancillary service	2008	(b)			1	(b)		(c)			2	(b)			2	(b)			1		3
agreement with UE	2007	(b)			2	(b)		(c)			2	(b)			3	(b)			1		4
Ancillary service agreement with	2008	(b)			2	(b)			1		3	(b)			4	(b)			2		6
Marketing Company	2007	(b)			1	(b)		(c)			1	(b)			2	(b)			1		2
Executory tolling agreement with	2008	(b)		(b)		(b)			9	(b)		(b)		(b)		(b)			22	(b)
Medina Valley	2007	(b)		(b)		(b)			8	(b)		(b)		(b)		(b)			20	(b)
UE and Genco gas transportation	2008	(b)		(b)		(c)		(b)		(b)		(b)		(b)		(c)		(b)		(b)
agreement	2007	(b)		(b)		(c)		(b)		(b)		(b)		(b)		(c)		(b)		(b)
Total Fuel and
Purchased	2008	$	(b)	$	34	$	(c)	$	25	$	51	$	(b)	$	78	$	(c)	$	57	$	108
Power	2007	(b)			39	(c)			27		60	(b)			83	(c)			60		118
Other Operating Expense:
Ameren Services support services	2008	$	38	$	15	$	8	$	15	$	23	$	74	$	29	$	15	$	29	$	44
agreement	2007		35		13		6		13		20		74		27		13		28		42
Ameren Energy, Inc. support services	2008	(e)		(e)		(e)		(e)		(e)		(e)		(e)		(e)		(e)		(e)
agreement	2007		2	(b)		(c)		(b)		(b)			5	(b)		(c)		(b)		(b)
AFS support services	2008		1		1	(c)			1		1		3		1		1		1		1
agreement	2007		1		1	(c)		(c)			1		3		1		1		1		1
Insurance	2008		3	(b)			1		1	(b)			5	(b)			2		2	(b)
premiums (d)	2007		5	(b)			1		1	(b)			9	(b)			2		1	(b)
Total Other Operating	2008	$	42	$	16	$	8	$	17	$	24	$	82	$	30	$	18	$	32	$	45
Expenses	2007		43		14		7		14		21		91		28		16		30		43

Interest expense on commercial paper	2008		$	(c)		$	(b)			$	(b)			$	(b)			$	(b)			$	1			$	(b)			$	(b)			$	(b)			$	(b)
held by affiliate (f)	2007			1		(b)				(b)				(b)				(b)					2			(b)				(b)				(b)				(b)

(b)	Not applicable.
(c)	Amount less than $1 million.
(d)	Represents insurance expenses on affiliate policies for replacement power, property damage and terrorism coverage.
(e)	Ameren Energy, Inc. was eliminated December 31, 2007 through an internal reorganization.
(f)	See Note 3 - Short-term Borrowings and Liquidity for more information.

Type and Source of Coverage	Maximum Coverages	Maximum Assessments for Single Incidents
Public liability and nuclear worker liability:
American Nuclear Insurers	$ 300 (a)	$ -
Pool participation	10,461	101 (b)
	$ 10,761 (c)	$ 101
Property damage:
Nuclear Electric Insurance Ltd.	$ 2,750 (d)	$ 24
Replacement power:
Nuclear Electric Insurance Ltd.	$ 490 (e)	$ 9
Energy Risk Assurance Company	$ 64 (f)	$ -

	2008		2009		2010		2011		2012		Thereafter
Ameren (a )	$	276	$	360	$	206	$	77	$	-	$	-
UE		162		246		153		77		-		-
Genco		53		63		24		-		-		-
CILCORP/CILCO		26		18		11		-		-		-

	Ameren		CIPS		CILCO (Illinois Regulated)		IP		Genco		CILCO (AERG)
2008 (a)	$	21.6	$	3.3	$	1.5	$	4.5	$	8.5	$	3.8
2009 (a)		25.2		3.5		1.8		4.7		10.5		4.7
2010 (a)		2.0		0.3		0.1		0.4		0.8		0.4
Total	$	48.8	$	7.1	$	3.4	$	9.6	$	19.8	$	8.9

	2008	2009 – 2012	2013 - 2017	Total
UE (a)	$ 255	$ 215 - $ 295	$ 1,300 - $ 1,700	$ 1,770 - $ 2,250
Genco	300	955 - 1,210	45 - 70	1,300 - 1,580
CILCO	170	380 - 500	70 - 90	620 - 760
EEI	30	260 - 350	20 - 30	310 - 410
Ameren	$ 755	$ 1,810 - $ 2,355	$ 1,435 - $ 1,890	$ 4,000 - $ 5,000

	SO 2 (a)	NO x (b)	Book Value (c)
Ameren	3.129	32,635	$ 177 (d)
UE	1.716	11,919	52
Genco	0.735	10,522	52
CILCORP	0.346	1,312	37
CILCO (AERG)	0.346	1,312	1
EEI	0.332	8,882	9

		Specifically Named as Defendant
	Total (a)	Ameren	UE	CIPS	Genco	CILCO	IP
Filed	366	33	202	152	2	50	181
Settled	126	-	67	56	-	19	64
Dismissed	164	29	108	59	2	17	79
Pending	76	4	27	37	-	14	38

	Pension Benefits (a)												Postretirement Benefits (a)
	Three Months						Six Months						Three Months						Six Months
	2008			2007			2008			2007			2008			2007			2008			2007
Service cost	$	14		$	15		$	29		$	31		$	4		$	4		$	9		$	10
Interest cost		46			45			93			90			16			17			35			36
Expected return on plan assets		(53	)		(51	)		(106	)		(103	)		(15	)		(13	)		(29	)		(26	)
Amortization of:
Transition obligation		-			-			-			-			1			1			1			1
Prior service cost (benefit)		3			3			6			6			(2	)		(2	)		(4	)		(4	)
Actuarial loss		-			5			1			11			-			5			4			12
Net periodic benefit cost	$	10		$	17		$	23		$	35		$	4		$	12		$	16		$	29

	Pension Costs										Postretirement Costs
	Three Months					Six Months					Three Months						Six Months
	2008			2007		2008			2007		2008			2007			2008			2007
Ameren (a)	$	10		$	17	$	23		$	35	$	4		$	12		$	16		$	29
UE		10			10		19			20		-			6			6			15
CIPS		1			2		3			4		1			1			2			3
Genco		2			1		3			2		-			1			1			2
CILCORP		(2	)		-		(4	)		-		(1	)		(1	)		(2	)		(2	)
CILCO		-			2		2			5		-			2			2			5
IP		(3	)		1		(2	)		3		4			3			7			6

Three Months	Missouri Regulated		Illinois Regulated			Non-rate- regulated Generation		Other			Intersegment Eliminations			Consolidated
2008:
External revenues	$	760	$	717		$	312	$	(1	)	$	-		$	1,788
Intersegment revenues		11		12			95		4			(122	)		-
Net income (loss) (a)		122		(14	)		98		-			-			206
2007:
External revenues	$	686	$	750		$	290	$	2		$	-		$	1,728
Intersegment revenues		11		6			124		10			(151	)		-
Net income (a)		67		20			56		-			-			143
Six Months
2008:
External revenues	$	1,475	$	1,763		$	628	$	1		$	-		$	3,867
Intersegment revenues		20		23			227		8			(278	)		-
Net income (loss) (a)		174		2			176		(8	)		-			344
2007:
External revenues	$	1,324	$	1,809		$	608	$	11		$	-		$	3,752
Intersegment revenues		23		13			257		20			(313	)		-
Net income (a)		85		53			126		2			-			266
As of June 30, 2008:
Total assets	$	11,049	$	6,465		$	4,544	$	1,218		$	(1,631	)	$	21,645
As of December 31, 2007:
Total assets	$	10,852	$	6,385		$	4,027	$	965		$	(1,501	)	$	20,728

Three Months	Missouri Regulated		Other (a)		Consolidated UE
2008:
Revenues	$	771	$	-	$	771
Net income (b)		122		-		122
2007:
Revenues	$	697	$	-	$	697
Net income (b)		67		12		79

Six Months 2008:	Missouri Regulated			Illinois Regulated			Non-rate- regulated Generation			Other / Intersegment Eliminations			Total
Interest expense		(91	)		(72	)		(50	)		(5	)		(218	)
Income taxes		(100	)		-			(116	)		10			(206	)
Minority interest and preferred dividends		(3	)		(3	)		(16	)		-			(22	)
Net income (loss)	$	174		$	2		$	176		$	(8	)	$	344
Six Months 2007:
Electric margin	$	902		$	386		$	501		$	(20	)	$	1,769
Gas margin		41			178			-			(3	)		216
Other revenues		1			2			-			(3	)		-
Other operations and maintenance		(446	)		(245	)		(157	)		39			(809	)
Depreciation and amortization		(171	)		(118	)		(57	)		(13	)		(359	)
Taxes other than income taxes		(117	)		(66	)		(14	)		(1	)		(198	)
Other income and (expenses)		16			10			2			(7	)		21
Interest expense		(97	)		(62	)		(53	)		6			(206	)
Income taxes		(41	)		(29	)		(83	)		4			(149	)
Minority interest and preferred dividends		(3	)		(3	)		(13	)		-			(19	)
Net income	$	85		$	53		$	126		$	2		$	266

·	A 16% and 13% increase in fuel prices for the second quarter and the first six months of 2008, respectively.
·	The Illinois electric settlement agreement, which reduced electric margin by $8 million and $19 million for the three and six months ended June 30, 2008, respectively.

	Three Months			Six Months
CILCO (Illinois Regulated)	$	(9	)	$	(2	)
CILCO (AERG)		(3	)		(3	)
Total change in electric margin	$	(12	)	$	(5	)

	Net Cash Provided By Operating Activities							Net Cash Used In Investing Activities									Net Cash Provided By (Used In) Financing Activities
	2008		2007		Variance			2008			2007			Variance			2008			2007			Variance
Ameren (a)	$	495	$	543	$	(48	)	$	(935	)	$	(754	)	$	(181	)	$	290		$	761		$	(471	)
UE		115		145		(30	)		(509	)		(381	)		(128	)		209			444			(235	)
CIPS		109		44		65			(2	)		(1	)		(1	)		(133	)		99			(232	)
Genco		92		115		(23	)		(118	)		(81	)		(37	)		26			(34	)		60
CILCORP		128		62		66			(141	)		(85	)		(56	)		26			127			(101	)
CILCO		139		89		50			(139	)		(85	)		(54	)		13			88			(75	)
IP		179		73		106			(79	)		(93	)		14			(73	)		163			(236	)

Credit Facility	Expiration	Amount Committed	Amount Available
Ameren, UE and Genco:
Multiyear revolving (a)	July 2010	1,150	708 (e)
CIPS, CILCORP, CILCO, IP and AERG:
2007 Multiyear revolving (b) ( c )	January 2010	500	100
2006 Multiyear revolving (b) ( d )	January 2010	500	150

	Month Issued, Redeemed,	Six Months
	Repurchased or Matured	2008		2007
Issuances
Long-term debt
UE:
6.00% Senior secured notes due 2018	April	$	250	$	-
6.40% Senior secured notes due 2017	June		-		425
6.70% Senior secured notes due 2019	June		449		-
Genco:
7.00% Senior unsecured notes due 2018	April		300		-
IP:
6.25% Senior secured notes due 2018	April		336		-
Total Ameren long-term debt issuances		$	1,335	$	425
Common stock
Ameren:
DRPlus and 401(k)	Various	$	75	$	48
Total common stock issuances		$	75	$	48
Total Ameren long-term debt and common stock issuances		$	1,410	$	473
Redemptions, Repurchases and Maturities
Long-term debt
Ameren:
2002 5.70% notes due 2007	February	$	-	$	100
Senior notes due 2007	May		-		250
UE:
2000 Series B environmental improvement bonds due 2035	April		63		-
2000 Series A environmental improvement bonds due 2035	May		64		-
2000 Series C environmental improvement bonds due 2035	May		60		-
1991 Series environmental improvement bonds due 2020	May		43		-
6.75% Series first mortgage bonds due 2008	May		148		-
CIPS:
2004 Series pollution control bonds due 2025	April		35		-
CILCO:
7.50% First mortgage bonds due 2007	January		-		50
Series 2004 pollution control bonds due 2039	April		19		-
IP:
Series 2001 Non-AMT bonds due 2028	May		112		-
Series 2001 AMT bonds due 2017	May		75		-
1997 Series A pollution control bonds due 2032	May		70		-
1997 Series B pollution control bonds due 2032	May		45		-
1997 Series C pollution control bonds due 2032	June		35		-
Note payable to IP SPT:
5.65% Series due 2008	Various		39		43
Total Ameren long-term debt redemptions, repurchases and maturities		$	808	$	443