The Nominating and Corporate Governance Committee shall (1) adopt policies and procedures for identifying and evaluating director nominees, including nominees recommended by shareholders, (2) identify and evaluate individuals qualified to become Board members, consider director candidates recommended by shareholders and recommend that the Board select the director nominees for the next annual meeting of shareholders, (3) review the Board’s policy for director compensation and benefits, (4) establish a process by which shareholders and other interested parties will be able to communicate with members of the Board, (5) develop and recommend to the Board Corporate Governance Guidelines applicable to the Company, and (6) review and oversee the Company’s policies, practices and performance with respect to public affairs considerations affecting the Company’s relationship with its key constituents, including shareholders, employees, communities and customers. In discharging its responsibilities, the Nominating and Corporate Governance Committee, in its sole discretion, has the authority to appoint, compensate and provide oversight of the work of search firms, compensation consultants (with respect to director compensation related matters), independent legal counsel and other advisers. The Company shall at all times provide for appropriate funding, as determined by the Nominating and Corporate Governance Committee, for the payment of reasonable compensation to such search firms and advisers. The Nominating and Corporate Governance Committee also has the authority to obtain advice and assistance from internal legal, accounting or other advisers. 

Note: The Nominating and Corporate Governance Committee of Ameren Corporation shall perform its committee functions for all Ameren Corporation subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934.