Ameren Corporation
Finance Committee Charter

Purpose

The Finance Committee shall (i) maintain oversight responsibility with respect to certain financial affairs of the Company and its subsidiaries, (ii) review the financial objectives, financial policies and financing requirements of the Company and its subsidiaries and make such reports and recommendations to the Board as it deems advisable, and (iii) to the extent delegated to it by the Board pursuant to this Charter or by action of the Board, exercise all the powers and authority of the Board with respect to specific financings or categories of financing activity. (Note: The Finance Committee will monitor its responsibilities so as to avoid duplication of efforts delegated to other Board committees).

Finance Committee Composition and Meetings

The Finance Committee shall consist of no fewer than three directors. A majority of the members of the Finance Committee shall satisfy the independence requirements of (i) the Securities Exchange Act of 1934 and the rules promulgated thereunder, (ii) the New York Stock Exchange (“NYSE”) and (iii) the Company’s Policy Regarding Nominations of Directors. The Board shall appoint the Chair and the other members of the Finance Committee annually. The members of the Finance Committee shall serve until their successors are appointed and qualify. The Board shall have the power at any time to change the membership of the Finance Committee and to fill vacancies in it, subject to such new members(s) satisfying the independence requirements referenced above.

The Chair shall be responsible for leadership of the Finance Committee, including overseeing the agenda, presiding over the meetings and reporting to the Board. If the Chair is not present at a meeting, the members of the Finance Committee may designate a Chair. The Finance Committee shall meet at least three times each year and hold such other meetings from time to time as may be called by its Chair or a majority of the members of the Committee. Meetings may also be held telephonically or actions may be taken by unanimous written consent. A majority of the members of the Finance Committee shall constitute a quorum of the Committee. The vote of a majority of the members of the full Finance Committee shall be the act of the Committee. Except as expressly provided in this Charter or the By-laws of the Company or as required by law, regulations or NYSE listing standards, the Finance Committee shall fix its own rules of procedure.

Finance Committee Authority, Duties and Responsibilities

1. The Finance Committee shall oversee the Company’s and its subsidiaries’ overall financial policies and objectives including capital project review and approval of financing plans and transactions, investment policies and transactions and rating agency objectives and shall make recommendations to the Board regarding the Company’s dividend policy.

2. The Finance Committee shall review and recommend for approval by the Board the capital budget of the Company and its subsidiaries.

3. The Finance Committee shall review and approve all capital projects with estimated capital expenditures of between $25 million and $50 million, as well as monitor progress until completion. The Finance Committee shall review and recommend for approval by the Board all capital projects with estimated capital expenditures in excess of $50 million, as well as monitor progress until completion. In either case, the Finance Committee shall be apprised of any project cost variances greater than 5% at the next regularly scheduled meeting of the Finance Committee.

4. The Finance Committee shall review and evaluate potential mergers, acquisitions, participations in joint ventures, divestitures and other similar transactions.

5. The Finance Committee shall review and approve the investment strategy and asset allocation guidelines for those pension plans sponsored and administered by the Company or one or more of its subsidiaries (“Company Pension Plans”).

6. The Finance Committee shall approve actions or delegate responsibilities for the purpose of implementing the investment strategy and asset allocation guidelines for the Company Pension Plans.

7. The Finance Committee shall review and provide recommendations to the Board concerning the approval of amendments to the Company Pension Plans, except to the extent approval authority has been delegated to a Company officer or other duly authorized individual or committee.

8. The Finance Committee shall monitor actuarial assumptions and review the investment performance, funded status and projected contributions for the Company Pension Plans.

9. The Finance Committee shall (i) review the Company’s and its subsidiaries’ capital markets and other financing plans, (ii) review and make recommendations to the Board with respect to the Company’s equity financings and (iii) review and approve the parameters for the material terms of the Company’s long-term debt financings and its subsidiaries’ long-term debt and equity issuances.

10. The Finance Committee shall report regularly to the Board concerning its activities, including reviewing and advising the Board of any developments that the Finance Committee believes should have Board consideration.

11. The Finance Committee shall have the resources and the authority to discharge its responsibilities, including the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

12. The Finance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

13. The Finance Committee shall annually review its own performance.

Dated: December 12, 2008