Exhibit B-4
GENERAL SERVICES AGREEMENT
BETWEEN
AMEREN SERVICES COMPANY
AND
AMEREN CORPORATION, UNION ELECTRIC COMPANY,
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, AND
CIPSCO INVESTMENT COMPANY
THIS AGREEMENT, made and entered into this __ day of _________, 1996, by
and between the following Parties: AMEREN SERVICES COMPANY (hereinafter
sometimes referred to as "Service Company"), a Missouri corporation; and AMEREN
CORPORATION ("Ameren Corporation"), a Missouri Corporation; UNION ELECTRIC
COMPANY ("UE"), a Missouri corporation; CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
("CIPS"), an Illinois corporation, and CIPSCO INVESTMENT COMPANY, ("CIC"), an
Illinois corporation, (hereinafter sometimes referred to collectively as "Client
Companies");
WITNESSETH:
WHEREAS, Client Companies, including Ameren Corporation, which has filed
for registration under the terms of the Public Utility Holding Company Act of
1935 (the "Act") and its other subsidiaries, desire to enter into this agreement
providing for the performance by Service Company for the Client Companies of
certain services more particularly set forth herein; and
WHEREAS, Service Company is organized, staffed and equipped and has filed
with the Securities and Exchange Commission ("the SEC") to be a subsidiary
service company under Section 13 of the Public Utilities Holding Company Act of
1935 (the "Act") to render
to Ameren Corporation, and other subsidiaries of Ameren Corporation, certain
services as herein provided; and
WHEREAS, to maximize efficiency, and to achieve merger related savings, the
Client Companies desire to avail themselves of the advisory, professional,
technical and other services of persons employed or to be retained by Service
Company, and to compensate Service Company appropriately for such services,
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the parties hereto agree as follows:
Section 1. Agreement to Furnish Services
----------------------------------------
Service Company agrees to furnish to Client Companies and their
subsidiaries, if any, upon the terms and conditions herein provided, the
services hereinafter referred to and described in Section 2, at such times, for
such period and in such manner as Client Companies may from time to time
request. Service Company will keep itself and its personnel available and
competent to render to Client Companies such services so long as it is
authorized so to do by the appropriate federal and state regulatory agencies.
Section 2. Services to be Performed
------------------------------------
The services to be provided by Service Company hereunder may, upon request,
include the services as set out in Schedule 1, attached hereto and made a part
hereof.
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In addition to the Services set out in Schedule 1, Service Company shall
render advice and assistance in connection with such other matters as Client
Companies may request and Service Company determines it is able to perform with
respect to Client Companies' business and operations.
Section 3. Compensation of Service Company
-------------------------------
As compensation for such services rendered to it by Service Company, Client
Companies hereby agree to pay to Service Company the cost of such services,
computed in accordance with applicable rules and regulations (including, but not
limited to, Rules 90 and 91) under the Act and appropriate accounting standards.
Compensation to be paid by Client Companies shall include direct charges
and Client Companies' fairly allocated pro rata share of certain of Service
Company's costs, determined as set out on Schedule 2, attached hereto and made a
part hereof.
Section 4. Securities and Exchange Commission Rules
----------------------------------------
It is the intent of the Parties that the determination of the costs as used
in this Agreement shall be consistent with, and in compliance with the rules and
regulations of the SEC, as they now read or hereafter may be modified by the
Commission.
Section 5. Service Requests
----------------
Services will be performed in accordance with a Service Request system,
consisting of work orders established to capture
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the various types of costs incurred by Service Company. Costs will be charged to
the appropriate service requests, which will then be the basis for the billing
of costs to Client Companies.
Section 6. Payment
-------
Payment shall be by making remittance of the amount billed or by making
appropriate accounting entries on the books of the companies.
Payment shall be accomplished on a monthly basis, and remittance or
accounting entries shall be completed within 30 days of billing.
Section 7. Ameren Corporation
------------------
Except as authorized by rule, regulation, or order of the Securities and
Exchange Commission, nothing in this Agreement shall be read to permit Ameren
Corporation, or any person employed by or acting for Ameren Corporation, to
provide services for other Parties, or any companies associated with said
Parties.
Section 8. Client Companies
----------------
Except as limited by Section 7, nothing in this Agreement shall be read to
prohibit Client Companies or their subsidiaries from furnishing to other Client
Companies or their subsidiaries services herein referred to, under the same
conditions and terms as set out for Service Company.
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Section 9. Effective Date and Termination
------------------------------
This Agreement is executed subject to the consent and approval of all
applicable regulatory agencies, and if so approved in its entirety, shall become
effective as of the date the merger between Union Electric and CIPSCO is
consummated, and shall remain in effect from said date unless terminated by
mutual agreement or by any Party giving at least sixty days' written notice to
the other Parties prior to the beginning of any calendar year, each Party fully
reserving the right to so terminate the Agreement.
This Agreement may also be terminated to the extent that performance may
conflict with any rule, regulation or order of the Securities and Exchange
Commission adopted before or after the making of this Agreement.
Section 10. Assignment
----------
This Agreement and the rights hereunder may not be assigned without the
mutual written consent of all Parties hereto.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and attested by their authorized officers as of the day and year first
above written.
AMEREN SERVICES COMPANY
By ______________________________
Title ___________________________
ATTEST:
By ______________________
Title ___________________
AMEREN CORPORATION
By ______________________________
Title ___________________________
ATTEST:
By ______________________
Title ___________________
UNION ELECTRIC COMPANY
By ______________________________
Title ___________________________
ATTEST:
By ______________________
Title ___________________
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CENTRAL ILLINOIS PUBLIC SERVICE CO.
By _______________________________
Title ____________________________
ATTEST:
By ______________________
Title ___________________
CIPSCO INVESTMENT COMPANY
By ____________________________
Title _________________________
ATTEST:
By ______________________
Title ___________________
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AMEREN SERVICES
DESCRIPTION OF EXPECTED SERVICES BY FUNCTION/DEPARTMENT
FUNCTION/DEPARTMENT DESCRIPTION
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Building Service Provide facility management services for owned
and leased facilities, excluding power plants.
Services include operation and maintenance of
structures, capital improvements, interior
space planning, security and janitorial.
Controller's Perform all accounting services necessary to
properly maintain and report on the books and
records of Ameren and its subsidiaries.
Provide investor relations services.
Corporate Develop strategies for advertising and
Communications marketing efforts, develop employee
communication programs, coordinate community
relations efforts and develop policies and
procedures for media relations.
Corporate Planning Provide rate engineering, interchange
marketing, resource planning and business
analysis services.
Customer Services/ Answer customer inquiries pertaining to
Division Support electric/gas service usage and perform credit
activities. Provide technical support relating
to planning, engineering, constructing and
operating the distribution and transmission
systems. Provide technical support and
maintenance of protective relay schemes,
station meter work, system testing and data
acquisition systems.
Economic Development Provide community and business development
services, as well as natural gas development
services. Analyze community and business
development opportunities.
Energy Supply Coordinate the use of the generating,
transmission and interconnection facilities to
provide economical and reliable energy.
Engineering and Provide professional services related to
Construction engineering studies, design, procurement,
planning, building and management of projects.
Study technology that may reduce costs of
producing, delivering and using electricity.
Schedule 1
Page 1 of 3
FUNCTION/DEPARTMENT DESCRIPTION
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Environmental Services Perform analysis and advocacy of regulatory
& Safety and legislative issues in the areas of
environment, health and safety. Communicate
final regulatory requirements to operating
groups. Provide assistance and support and
compliance review in meeting those
requirements. Oversee hazardous substance site
investigation and remediation activities.
Fossil Fuel Procurement Provide resources necessary to procure fuel
for the fossil power plants and minimize
production costs.
Gas Supply Provide gas supply and pipeline capacity
procurement and management services. Develop
policies, procedures and standards which
govern the design, construction and operation
of the gas systems.
General Counsel Provide legal advice and services in regards
to legislative activities, regulatory agencies
and security matters. Make regulatory filings,
maintain minutes of the boards of directors,
conduct stockholder meetings and procure
property and casualty insurance bonds.
Human Resources Administer and negotiate employee benefits
including pensions, major medical, long-term
disability, life insurance, defined
contribution plans, executive benefit and
flexible spending plans. Provide employment
services, including required regulatory
reporting and maintenance of personnel
records. Provide employee training and
communications services.
Industrial Relations Negotiate, represent and administer provisions
of labor agreements applicable to unions
representing union employees.
Information Services Provide for the development and operation of
computer software, telecommunications and
other equipment used to conduct business and
engineering activities. Maintain all billing
records and process customer meter readings.
Internal Audit Audit company operations, perform operational
and productivity reviews, review
justifications for capital projects and
perform quality assurance reviews.
Marketing Provide marketing services including account
management, program development, market
research and customer energy services.
Schedule 1
Page 2 of 3
FUNCTION/DEPARTMENT DESCRIPTION
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Merger Coordination Monitor programs to achieve savings, merger
costs and position reductions as they relate
to the implementation plans.
Motor Transportation Provide engineering, support, and mechanical
servicing of vehicles, procurement of vehicles
and safety and training programs.
Purchasing Provide procurement of goods and services
other than fuel. Provide materials inventory
management services.
Real Estate Acquire necessary land rights and permits
including coordination of site selection.
Maintain existing land rights while permitting
licenses and leases to minimize investment or
costs of holding property.
Stores Receive, inspect, store, issue and deliver
materials and supplies throughout all service
areas. Process transformers, tools, scrap
material and hazardous waste.
Tax Research and consult on tax issues in
connection with federal, state and local tax
compliance and planning matters, including the
preparation and filing of returns.
Treasurer's Provide treasury operation, mailing, financial
planning, investments, and executive payroll
and pension disbursement services.
Schedule 1
Page 3 of 3
AMEREN SERVICES
EXPECTED ALLOCATED DIRECT COST FACTORS
ALLOCATION NUMBER DESCRIPTION
----------------- -----------
1 Composite*
2 Number of customers
3 Sales (kwh and dekatherm)
4 Kwh sales
5 Number of employees
6 Current tax expense
7 Peak load (electric)
8 Total revenues
9 CPU cycles
10 Total capitalization
11 Dekatherm sales
12 Total assets
13 Number of vehicles
14 Generating capacity
15 Gas throughput (includes
transportation)
16 Peak load (gas)
17 O&M labor
18 Construction expenditures
19 Electric revenue
20 Gas revenue
*Composite consists of the following three factors (equal weight to each
factor):
Sales (kwh and dekatherm)
Number of customers
Number of employees
Schedule 2