Ameren Corporation
Nuclear Oversight Committee Charter

Purpose

The Nuclear Oversight Committee shall (1) advise and assist the Board in fulfilling its responsibilities in providing oversight of the Company’s nuclear facility and nuclear power program, (2) advise and assist the Board in developing and implementing long-term strategies and plans relating to the Company’s nuclear power program and (3) make appropriate reports to the Board. While the Nuclear Oversight Committee has the authority, duties and responsibilities set forth in this Charter, the Nuclear Oversight Committee’s function is one of review, observation and comment. The Nuclear Oversight Committee’s role in no way alters the authority, responsibility or accountability of the Company’s management.

Nuclear Oversight Committee Composition and Meetings

The Nuclear Oversight Committee shall consist of no fewer than three directors, the exact number to be determined from time to time by resolution of the Board. The Board shall appoint the Chair and the other members of the Nuclear Oversight Committee annually, considering the recommendation of the Nominating and Corporate Governance Committee. The members of the Nuclear Oversight Committee shall serve until their successors are appointed. The Board shall have the power at any time to change the membership of the Nuclear Oversight Committee and to fill vacancies in it.

The Chair shall be responsible for leadership of the Nuclear Oversight 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 Nuclear Oversight Committee may designate a Chair. The Nuclear Oversight Committee shall meet at least four times each year and hold such other meetings from time to time as may be called by its Chair, the Chief Executive Officer (“CEO”) or any two 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 Nuclear Oversight Committee shall constitute a quorum of the Committee. The vote of a majority of the members of the full Nuclear Oversight Committee shall be the act of the Committee. Except as expressly provided in this Charter or the By-Laws of the Company, the Nuclear Oversight Committee shall fix its own rules of procedure.

Nuclear Oversight Committee Authority, Duties and Responsibilities

1. The Nuclear Oversight Committee shall report to the Board on the effectiveness of management in operating and managing the Company’s nuclear facility.

2. The Nuclear Oversight Committee shall maintain general oversight regarding significant information, activities and events relative to the Company’s nuclear plant operations including, but not limited to, the following matters: (a) nuclear safety; (b) achieving and maintaining excellence in nuclear operations; (c) plant evaluations by the Institute of Nuclear Power Operations; (d) compliance with Nuclear Regulatory Commission regulations; (e) plant physical security; and (f) accredited training programs.

3. The Nuclear Oversight Committee shall periodically visit the Company’s nuclear facility.

4. The Nuclear Oversight Committee shall review the Company’s long-term strategies and plans relating to its nuclear power program and accordingly, provide advice and recommendations to the Board.

5. The Nuclear Oversight Committee shall have the authority to select and retain consultants or outside advisors, to terminate any consultants or advisors retained by it and to approve the fees and other retention terms of any such consultants or advisors.

6. The Nuclear Oversight Committee shall report its actions and any recommendations to the Board after each Committee meeting.

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

8. The Nuclear Oversight Committee shall review annually its own performance.

Dated: February 11, 2005