Common use of Qualified Financial Contracts Clause in Contracts

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. BHC Act Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. U.S. Special Resolution Regime means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date hereof: By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC $ 111,250,000 Mizuho Securities USA LLC 111,250,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 111,250,000 TD Securities (USA) LLC 111,250,000 KeyBanc Capital Markets Inc. 32,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC 7,500,000 ▇▇▇▇▇▇▇▇ Financial Group, Inc. 7,500,000 ▇. ▇▇▇▇▇▇▇ & Co., LLC 7,500,000

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. BHC Act Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. U.S. Special Resolution Regime means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMEREN CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date hereof: BNP PARIBAS SECURITIES CORP. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ Title: Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC [Signature Page to Underwriting Agreement] BNP Paribas Securities Corp. $ 111,250,000 Mizuho Securities USA LLC 111,250,000 105,750,000 BofA Securities, Inc. 105,750,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 111,250,000 TD 105,750,000 SMBC Nikko Securities (USA) LLC 111,250,000 KeyBanc Capital Markets America, Inc. 32,500,000 105,750,000 Academy Securities, Inc. 9,000,000 CastleOak Securities, L.P. 9,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC 7,500,000 ▇▇▇▇▇▇▇▇ Financial Group, Inc. 7,500,000 ▇. ▇▇▇▇▇▇▇ Shank & Co., LLC 7,500,000L.L.C. 9,000,000

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. BHC Act Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. U.S. Special Resolution Regime means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMEREN CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto Barclays Capital Inc. $ 96,750,000 ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. Securities LLC $ 111,250,000 Mizuho Securities USA LLC 111,250,000 96,750,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 111,250,000 TD 96,750,000 MUFG Securities (USA) LLC 111,250,000 Americas Inc. 96,750,000 KeyBanc Capital Markets Inc. 32,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC 7,500,000 42,750,000 ▇▇▇▇▇▇▇▇ Financial Group, Inc. 7,500,000 6,750,000 ▇. ▇▇▇▇▇▇▇ & Co., LLC 7,500,0006,750,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. 6,750,000

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. BHC Act Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. U.S. Special Resolution Regime means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, AMEREN CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto ▇▇▇▇▇▇▇ Sachs & Co. LLC $ 180,000,000 ▇.▇. ▇▇▇▇▇▇ & Co. Securities LLC $ 111,250,000 Mizuho Securities USA LLC 111,250,000 180,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 111,250,000 TD Securities (USA) 180,000,000 ▇▇▇▇▇ Fargo Securities, LLC 111,250,000 180,000,000 KeyBanc Capital Markets Inc. 32,500,000 56,000,000 CastleOak Securities, L.P. 8,000,000 ▇▇▇▇▇▇▇▇ Financial Group, Inc. 8,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC 7,500,000 ▇▇▇▇▇▇▇▇ Financial Group, Inc. 7,500,000 ▇. ▇▇▇▇▇▇▇ Shank & Co., LLC 7,500,0008,000,000