Exhibit 4.2


 


WHEN RECORDED MAIL TO:

Ameren Illinois Company

Jonathan T. Shade 


One Ameren Plaza (MC 1310)

1901 Chouteau Avenue 


St.
Louis, MO 63103


 


AMEREN ILLINOIS COMPANY 


(SUCCESSOR TO ILLINOIS POWER COMPANY)


 


TO


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


 


AS SUCCESSOR TRUSTEE TO


 


HARRIS
TRUST AND SAVINGS BANK


 





 



 


SUPPLEMENTAL INDENTURE


 


DATED AS OF NOVEMBER 1, 2022


 


TO


 


GENERAL MORTGAGE INDENTURE AND DEED OF TRUST


 


DATED AS OF NOVEMBER 1, 1992


 


 


This instrument was prepared by Chonda J. Nwamu, Esq., Senior
Vice President, General Counsel and Secretary of Ameren Illinois Company c/o Ameren Corporation, One Ameren Plaza, 1901 Chouteau Avenue,
St. Louis, Missouri 63103.


 


 






    1


     


    

 


SUPPLEMENTAL INDENTURE dated as of November 1,
2022 (this “Supplemental Indenture”), made by and between AMEREN ILLINOIS COMPANY (formerly named Central Illinois
Public Service Company (“CIPS”) and successor to Illinois Power Company (“IP”) pursuant to the Merger,
as defined below), a corporation organized and existing under the laws of the State of Illinois (hereinafter sometimes called the “Company”),
party of the first part, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under
the laws of the United States, as successor trustee to Harris Trust and Savings Bank, as Trustee (the “Trustee”) under
the General Mortgage Indenture and Deed of Trust dated as of November 1, 1992, hereinafter mentioned, party of the second part;


 


WHEREAS,
the Company has heretofore executed and delivered its General Mortgage Indenture and Deed of Trust dated as of November 1, 1992 as
from time to time amended and supplemented (the “Indenture”), to the Trustee, for the security of the Bonds issued
and to be issued thereunder (the “Bonds”); and


 


WHEREAS,
as of 12:01 a.m. Central Time (the “Effective Time”) on October 1, 2010, pursuant to the Agreement and Plan
of Merger dated as of April 13, 2010 among CIPS, IP and Central Illinois Light Company (“CILCO”), IP
and CILCO were merged with and into the Company (the “Merger”) whereby the Company is the surviving corporation; and


 


WHEREAS,
pursuant to Sections 13.01 and 14.01(a) of the Indenture, the Company and the Trustee executed the Supplemental Indenture dated as
of October 1, 2010 whereby, among other things, the Company (a) assumed the due and punctual payment of the principal of and
premium, if any, and interest, if any, on all of the Bonds then Outstanding and the performance and observance of every covenant and condition
of the Indenture to be performed or observed by IP and (b) subjected to the Lien of the Indenture all equipment and fixtures (other
than Excepted Property, which is expressly excepted and excluded from the Lien of the Indenture) that were owned by CIPS immediately prior
to the Effective Time and were of the same kind and character as the Mortgaged Property immediately prior to the Effective Time; and


 


WHEREAS,
pursuant to Sections 13.02 and 14.01(a)(i) of the Indenture, the Company has succeeded to, and has been substituted for, and may
exercise every right and power of, IP under the Indenture with the same effect as if the Company had been named the “Company”
in the Indenture; and


 


WHEREAS,
pursuant to Section 14.01(a) of the Indenture, the Company and the Trustee executed 59 Supplemental Indentures dated as
of January 15, 2011 subjecting to the Lien of the Indenture certain real property that was owned by CIPS immediately prior to the
Merger; and


 


WHEREAS,
pursuant to Section 14.01(a) of the Indenture, the Company and the Trustee executed the Supplemental Indenture dated as of October 15,
2019 whereby, among other things, the Company subjected to the Lien of the Indenture (a) all equipment and fixtures (other than Excepted
Property, which is expressly excepted and excluded from the Lien of the Indenture) that were owned by CILCO immediately prior to the Merger
and were of the same kind and character as the Mortgaged Property immediately prior to the Merger (the “CILCO Equipment and Fixtures”),
(b) all property, real, personal and mixed, acquired by the Company after the Merger (other than Excepted Property, which is expressly
excepted and excluded from the Lien of the Indenture) which constitutes an improvement, extension or addition to the CILCO Equipment and
Fixtures or a renewal, replacement or substitution of or for any part thereof, and (c) all franchises, permits, licenses, easements
and rights of way that are owned by the Company and are transferable and necessary for the operation and maintenance of the Mortgaged
Property; and


 


WHEREAS,
pursuant to Section 14.01(a) of the Indenture, the Company and the Trustee executed 20 Supplemental Indentures dated as
of December 15, 2019 subjecting to the Lien of the Indenture certain real property that was owned by CILCO immediately prior to the
Merger; and


 






    2


     


    

 


WHEREAS,
pursuant to the terms and provisions of the Indenture there were created and authorized by supplemental indentures thereto bearing the
following dates, respectively, the Bonds of the series issued thereunder and respectively identified opposite such dates:


 


	
    DATE OF

    SUPPLEMENTAL

    INDENTURE
	
    IDENTIFICATION OF SERIES
	
    CALLED

	February 15, 1993	8% Series due 2023 (redeemed)	Bonds of the 2023 Series
	March 15, 1993	6 1/8% Series due 2000 (paid at maturity)	Bonds of the 2000 Series
	March 15, 1993	6 3/4% Series due 2005 (paid at maturity)	Bonds of the 2005 Series
	July 15, 1993	7 1/2% Series due 2025 (redeemed)	Bonds of the 2025 Series
	August 1, 1993	6 1/2% Series due 2003 (paid at maturity)	Bonds of the 2003 Series
	October 15, 1993	5 5/8% Series due 2000 (paid at maturity)	Bonds of the Second 2000 Series
	November 1, 1993	Pollution Control Series M (redeemed)	Bonds of the Pollution Control Series M
	November 1, 1993	Pollution Control Series N (redeemed)	Bonds of the Pollution Control Series N
	November 1, 1993	Pollution Control Series O (redeemed)	Bonds of the Pollution Control Series O
	April 1, 1997	Pollution Control Series P (retired)	Bonds of the Pollution Control Series P
	April 1, 1997	Pollution Control Series Q (retired)	Bonds of the Pollution Control Series Q
	April 1, 1997	Pollution Control Series R (retired)	Bonds of the Pollution Control Series R
	March 1, 1998	Pollution Control Series S (redeemed)	Bonds of the Pollution Control Series S
	March 1, 1998	Pollution Control Series T (redeemed)	Bonds of the Pollution Control Series T
	July 15, 1998	6 1/4% Series due 2002 (paid at maturity)	Bonds of the 2002 Series
	September 15, 1998	6% Series due 2003 (paid at maturity)	Bonds of the Second 2003 Series
	June 15, 1999	7.50% Series due 2009 (paid at maturity)	Bonds of the 2009 Series
	July 15, 1999	Pollution Control Series U (redeemed)	Bonds of the Pollution Control Series U
	July 15, 1999	Pollution Control Series V (redeemed)	Bonds of the Pollution Control Series V
	May 1, 2001	Pollution Control Series W (retired)	Bonds of the Pollution Control Series W
	May 1, 2001	Pollution Control Series X (retired)	Bonds of the Pollution Control Series X



 






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    DATE OF

    SUPPLEMENTAL

    INDENTURE
	
    IDENTIFICATION OF SERIES
	
    CALLED

	July 1, 2002	10 5/8% Series due 2007 (not issued)	Bonds of the 2007 Series
	July 1, 2002	10 5/8% Series due 2012 (not issued)	Bonds of the 2012 Series
	December 15, 2002	11.50% Series due 2010 (redeemed)	Bonds of the 2010 Series
	June 1, 2006	Mortgage Bonds, Senior Notes Series AA (retired)	Bonds of Series AA
	August 1, 2006	Mortgage Bonds, 2006 Credit Agreement Series Bonds (retired)	2006 Credit Agreement Series Bonds
	March 1, 2007	Mortgage Bonds, 2007 Credit Agreement Series Bonds (retired) 	2007 Credit Agreement Series Bonds
	November 15, 2007	Mortgage Bonds, Senior Notes Series BB (retired)	Bonds of Series BB
	April 1, 2008	Mortgage Bonds, Senior Notes Series CC (retired)	Bonds of Series CC
	October 1, 2008	Mortgage Bonds, Senior Notes Series DD (retired)	Bonds of Series DD
	June 15, 2009	Mortgage Bonds, 2009 Credit Agreement Series Bonds (retired)	2009 Credit Agreement Series Bonds
	October 1, 2010	Mortgage Bonds, Senior Notes Series CIPS-AA	Series CIPS-AA Mortgage Bonds
	October 1, 2010	Mortgage Bonds, Senior Notes Series CIPS-BB (retired)	Series CIPS-BB Mortgage Bonds
	October 1, 2010	Mortgage Bonds, Senior Notes Series CIPS-CC	Series CIPS-CC Mortgage Bonds
	August 1, 2012	First Mortgage Bonds, Senior Notes Series EE (retired)	Bonds of Series EE
	December 1, 2013	First Mortgage Bonds, Senior Notes Series FF	Bonds of Series FF
	June 1, 2014	First Mortgage Bonds, Senior Notes Series GG	Bonds of Series GG
	December 1, 2014	First Mortgage Bonds, Senior Notes Series HH	Bonds of Series HH
	December 1, 2015	First Mortgage Bonds, Senior Notes Series II	Bonds of Series II
	November 1, 2017	3.70% First Mortgage Bonds due 2047	Bonds of the 2047 Series
	May 1, 2018	3.80% First Mortgage Bonds due 2028	Bonds of the 2028 Series 
	November 1, 2018	4.50% First Mortgage Bonds due 2049	Bonds of the 2049 Series
	October 15, 2019	First Mortgage Bonds, Senior Notes Series CILCO-AA	Series CILCO-AA Mortgage Bonds
	November 1, 2019	3.25% First Mortgage Bonds due 2050	Bonds of the 2050 Series



 






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    DATE OF

    SUPPLEMENTAL

    INDENTURE
	
    IDENTIFICATION OF SERIES
	
    CALLED

	November 1, 2020	1.55% First Mortgage Bonds due 2030	Bonds of the 2030 Series
	June 1, 2021	0.375% First Mortgage Bonds due 2023	Bonds of the 2023 Series
	June 1, 2021	2.90% First Mortgage Bonds due 2051	Bonds of the 2051 Series
	August 1, 2022	3.85% First Mortgage Bonds due 2032	Bonds of the 2032 Series


 


and


 


WHEREAS,
a supplemental indenture with respect to the Bonds of the 2007 Series and the Bonds of the 2012 Series listed above
was executed and filed but such Bonds of the 2007 Series and Bonds of the 2012 Series were never issued and a release
with respect to such supplemental indenture was subsequently executed and filed; and


 


WHEREAS,
pursuant to Section 14.01(a)(xi) of the Indenture, the Company and the Trustee executed a Supplemental Indenture dated as of
October 25, 2017 amending the Indenture and reserving rights to amend the Indenture; and


 


WHEREAS,
the Company desires to create a new series of Bonds to be issued under the Indenture; and


 


WHEREAS,
the Company, in the exercise of the powers and authority conferred upon and reserved to it under the provisions of the Indenture, and
pursuant to appropriate resolutions of the Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee
this Supplemental Indenture in the form hereof for the purposes herein provided; and


 


WHEREAS,
all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument have been done, performed
and fulfilled and the execution and delivery hereof have been in all respects duly authorized;


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH:


 


THAT the Company, in consideration of the purchase
and ownership from time to time of the Bonds and the service by the Trustee, and its successors, under the Indenture and of One Dollar
to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt of which is hereby acknowledged,
hereby covenants and agrees to and with the Trustee and its successors in trust under the Indenture, for the benefit of those who shall
hold Bonds, as follows:


 


ARTICLE I


 


DESCRIPTION
OF THE Bonds of the 2052 Series


 


Section 1.     The
Company hereby creates a new series of Bonds to be known as “5.90% First Mortgage Bonds due 2052” (the “Bonds of
the 2052 Series”). The Bonds of the 2052 Series shall be executed, authenticated and delivered in accordance with the provisions
of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Indenture, as supplemented and modified.


 


The Bonds of the 2052 Series shall be dated
as provided in Section 3.03 of Article Three of the Indenture. The Bonds of the 2052 Series shall mature on December 1,
2052, shall accrue interest as set forth in the form of such Bonds below and shall bear interest at the rate of five and ninety hundredths
percent (5.90%) per annum. Interest on the Bonds of the 2052 Series is payable semi-annually in arrears on June 1 and December 1
of each year, commencing on June 1, 2023, until the principal sum is paid in full. Payments of principal, premium, if any, and interest
of or on the Bonds of the 2052 Series shall be payable in any coin or currency of the United States of America, which at the time
of payment is legal tender for public and private debts.


 


Section 2.     The
Bonds of the 2052 Series and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:


 






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[FORM OF BONDS OF THE 2052 SERIES]


 


	REGISTERED	 	     REGISTERED




 


[DTC Legend


 


THIS BOND IS A GLOBAL BOND REGISTERED IN THE NAME
OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR THE INDIVIDUAL BONDS REPRESENTED
HEREBY AS PROVIDED IN THE INDENTURE REFERRED TO BELOW, THIS BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


AMEREN ILLINOIS COMPANY


 


(Incorporated under the laws of the State of Illinois)


 


Illinois
Commerce Commission

Identification No.: Ill. C.C. No. ____


 


5.90% FIRST MORTGAGE BOND DUE 2052


 


	CUSIP:	NUMBER:




ISIN:


 


	ORIGINAL ISSUE DATE: _____________	PRINCIPAL AMOUNT: $_____________ 
	INTEREST RATE: 5.90%	MATURITY DATE: December 1, 2052




 


AMEREN
ILLINOIS COMPANY, a corporation organized and existing under the laws of the State of Illinois (the “Company”), which
term shall include any Successor Corporation as defined in the Indenture hereinafter referred to, for value received, hereby promises
to pay to _____________________________, or registered assigns, the principal sum of _____________ ($______) on the Maturity Date set
forth above in any coin or currency of the United States of America, which at the time of payment is legal tender for public and private
debts, and to pay interest thereon from and including the Original Issue Date specified above or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on June 1 and December 1 of each
year, commencing on June 1, 2023, and on the Maturity Date, at the per annum Interest Rate set forth above until the principal hereof
is paid or made available for payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Bond is
paid on the Maturity Date. The principal of, premium, if any, and interest on, this Bond shall be payable at the Corporate Trust Office
of the Trustee. The interest so payable, and punctually paid or duly provided for, on any such Interest Payment Date (except for interest
payable on the Maturity Date set forth above or, if applicable, upon acceleration), will, as provided in the Indenture hereinafter referred
to, be paid to the Person in whose name this Bond is registered at the close of business on the Regular Record Date for such interest,
which shall be the May 15 or November 15, as the case may be, whether or not a Business Day, next preceding such Interest Payment
Date; provided, that the first Interest Payment Date for any part of this Bond, the Original Issue Date of which is after a Regular Record
Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record
Date; and provided further, that interest payable on the Maturity Date set forth above or, if applicable, upon acceleration, shall be
payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture, any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person
in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to
be fixed by the Trustee, notice whereof shall be given to Holders not more than fifteen days nor fewer than ten days prior to such Special
Record Date. A “Business Day” shall mean any weekday that is not a day on which banking institutions or trust
companies in the Borough of Manhattan, the City and State of New York, or in the city where the Corporate Trust Office of the Trustee
is located, are obligated or authorized by law or executive order to close.


 






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This Bond is one of a duly authorized issue of
Bonds of the Company (the “Bonds”) in unlimited aggregate principal amount except as provided in the Indenture, of
the series hereinafter specified, all issued and to be issued under and equally secured by the General Mortgage Indenture and Deed of
Trust (as amended and supplemented, the “Indenture”), dated as of November 1, 1992, executed by the Company (as
successor to Illinois Power Company) to The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trust and Savings
Bank (the “Trustee”), to which Indenture reference is hereby made for a description of the properties mortgaged and
pledged, the nature and extent of the security, the rights of registered owners of the Bonds and of the Trustee in respect thereof, and
the terms and conditions upon which the Bonds are, and are to be, secured. The Bonds may be issued in series, for various principal sums,
may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This Bond is
one of a series designated as the Bonds of the 2052 Series of the Company, unlimited in aggregate principal amount except as provided
in the Indenture, issued under and secured by the Indenture and described in the Supplemental Indenture dated as of November 1, 2022,
between the Company and the Trustee, supplemental to the Indenture.


 


Each Bond of this Series shall be dated and
issued as of the date of its authentication by the Trustee and shall bear an Original Issue Date. Each Bond of this Series issued
upon transfer, exchange or substitution of such Bond shall bear the Original Issue Date of such transferred, exchanged or substituted
Bond, as the case may be.


 


The Bonds of this Series shall be issued in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


Interest on this Bond will accrue from and including
the Original Issue Date specified above to, but excluding, June 1, 2023, and thereafter from and including each Interest Payment
Date to, but excluding, the next succeeding Interest Payment Date or the Maturity Date, as the case may be.


 


All or a portion of the Bonds of this Series may
be redeemed at the option of the Company at any time or from time to time (each, a “Redemption Date”).


 


Prior to June 1, 2052 (six months prior to
the Maturity Date) (the “Par Call Date”), the Company may redeem the Bonds of this Series at its option in whole
or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three
decimal places) equal to the greater of:


 


(1)            (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming
the Bonds of this Series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points less (b) interest accrued to the Redemption
Date, and


 






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(2)            100%
of the principal amount of the Bonds of this Series to be redeemed,


 


plus, in either case, accrued and unpaid interest thereon to the Redemption
Date.


 


On or after the Par Call Date, the Company may
redeem the Bonds of this Series at its option, in whole or in part, at any time and from time to time, at a redemption price equal
to 100% of the principal amount of the Bonds of this Series being redeemed plus accrued and unpaid interest thereon to the Redemption
Date.


 


“Treasury Rate” means, with
respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.


 


The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:


 


(1)            the
yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining
Life”); or


 


(2)            if
there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or


 


(3)            if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life.


 


For purposes of this paragraph, the applicable Treasury constant maturity
or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such
Treasury constant maturity from the Redemption Date.


 


If on the third Business Day preceding the Redemption
Date H.15 TCM or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based
on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business
Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par
Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United
States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call
Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance
with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon
the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United
States Treasury security, and rounded to three decimal places.


 


The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.


 






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The Trustee shall have no duty to determine, or
to verify the Company’s calculations of, the redemption price.


 


With respect to a redemption occurring prior to
the Par Call Date, the Company shall give the Trustee written notice of the redemption price promptly after the calculation thereof and
the Trustee shall not be responsible for such calculation.


 


The Company shall send notice of any redemption
at least 10 days but not more than 60 days before the Redemption Date to each holder of the Bonds of this Series to be redeemed,
and, if less than all Bonds of this Series are to be redeemed, the particular Bonds of this Series to be redeemed will be selected
by the Trustee by lot; provided that as long as the Bonds of this Series are represented by global certificates registered in the
name of The Depository Trust Company, or its nominee, beneficial interests in such global certificates will be selected for redemption
by The Depository Trust Company in accordance with its standard procedures therefor.


 


Any notice of redemption at the Company’s
option may state that such redemption will be conditional upon receipt by the Trustee, on or prior to the Redemption Date, of money sufficient
to pay the principal of, premium, if any, and interest on the Bonds of this Series or portions thereof called for redemption, and
that if such money has not been so received, such notice will be of no force and effect and the Company will not be required to redeem
such Bonds or portions thereof. Unless the Company defaults in payment of the redemption price, on and after the Redemption Date, interest
will cease to accrue on the Bonds of this Series or portions thereof called for redemption.


 


Interest payments for this Bond shall be computed
and paid on the basis of a 360-day year consisting of twelve 30-day months (and for any partial periods shall be calculated on the basis
of the number of days elapsed in a 360-day year consisting of twelve 30-day months). If any Interest Payment Date falls on a day that
is not a Business Day, the interest due on such Interest Payment Date will be paid on the next succeeding Business Day (and without any
interest or other payment in respect of any such delay). If the Maturity Date of this Bond or any redemption date falls on a day that
is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day with the
same force and effect as if made on the Maturity Date or such redemption date, and no interest on such payment shall accrue for the period
from and after the Maturity Date or such redemption date.


 


The Company, at its option, and subject to the
terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Bonds of this Series (except
for certain obligations including obligations to register the transfer or exchange of Bonds of this Series, replace stolen, lost or mutilated
Bonds of this Series, maintain paying agencies and hold monies for payment in trust, all as set forth in the Indenture) if the Company
deposits with the Trustee money, Government Obligations which through the payment of interest thereon and principal thereof in accordance
with their terms will provide money, or a combination of money and Government Obligations, in any event in an amount sufficient, without
reinvestment, to pay all the principal of and any premium and interest on the Bonds of this Series on the dates such payments are
due in accordance with the terms of the Bonds of this Series.


 


In case an Event of Default, as defined in the
Indenture, shall occur and be continuing, the principal of all Bonds at any such time outstanding under the Indenture may be declared
or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides
that such declaration may be rescinded under certain circumstances.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modifications of the rights and obligations of the Company and the rights of the Holders
under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount
of the outstanding Bonds of all series directly affected by such amendment or modifications, considered as one class. Each initial and
future Holder of this Bond, by its acquisition of an interest in this Bond, irrevocably (a) consents to the amendments set forth
in Article I of the Supplemental Indenture dated as of October 25, 2017, supplemental to the Indenture, without any other or
further action by any Holder of this Bond, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions
to vote and deliver written consents on behalf of such Holder in favor of such amendments at any meeting of Holders, in lieu of any meeting
of Holders, in any consent solicitation or otherwise. Any such consent or waiver by the Holder of this Bond shall be conclusive and binding
upon such Holder and upon all future Holders of this Bond and of any Bond issued upon the registration of transfer hereof or in exchange
therefor or in lieu thereof whether or not notation of such consent or waiver is made upon this Bond.


 






    9


     


    

 


As set forth in and subject to the provisions of
the Indenture, no Holder of any Bonds will have any right to institute any proceeding with respect to the Indenture or for any remedy
thereunder unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect
to such Bonds, the Holders of a majority in aggregate principal amount of the outstanding Bonds shall have made written request and offered
reasonable indemnity to the Trustee to institute such proceeding as Trustee and the Trustee shall have failed to institute such proceeding
within 60 days after its receipt of such notice; provided, however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of and any premium or interest on this Bond on or after the respective due dates
expressed herein.


 


No reference herein to the Indenture and to provisions
of this Bond or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Bond at the times, places and rates and the coin or currency prescribed in the Indenture.


 


As provided in the Indenture and subject to certain
limitations therein set forth, this Bond may be transferred only as permitted by the legend hereto and the provisions of the Indenture.


 


This Bond shall be governed by and construed in
accordance with the laws of the State of Illinois, except to the extent that the law of any other jurisdiction shall be mandatorily applicable.


 


This Bond shall not be entitled to any benefit
under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the form of certificate
endorsed hereon shall have been signed by or on behalf of The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris
Trust and Savings Bank, the Trustee under the Indenture, or a successor trustee thereto under the Indenture.


 


All terms used in this Bond that are defined in
the Indenture shall have the meanings assigned to them in the Indenture unless otherwise indicated herein.


 


IN WITNESS WHEREOF, Ameren Illinois Company has
caused this Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the aforesaid
Indenture, and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in such Indenture on the date
hereof.


 


	Dated: 	 
	 	 
	 	AMEREN ILLINOIS COMPANY
	 	 
	 	By:	                             
	 	AUTHORIZED EXECUTIVE OFFICER



 


	ATTEST:	 
	 	 
	By:	                                 	 
	AUTHORIZED EXECUTIVE OFFICER	 


 






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[FORM OF TRUSTEE’S CERTIFICATE OF
AUTHENTICATION]


 


This is one of the Bonds of the series designated
therein referred to in the within mentioned Indenture and the Supplemental Indenture dated as of November 1, 2022.


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A. 


as successor trustee to 


Harris
Trust and Savings Bank, 


TRUSTEE,


 


By:______________________________ 


AUTHORIZED SIGNATORY


 


ARTICLE II


 


REDEMPTION
AND CONSENT TO aMENDMENTS


 


Section 1.     The
Bonds of the 2052 Series are redeemable as set forth in the form of such Bonds in Article I hereof. If the Company elects to
redeem any Bonds of the 2052 Series, it shall notify the Trustee of the redemption date and the principal amount of such Bonds of the
2052 Series to be redeemed not less than 15 days nor more than 90 days before such redemption date.


 


Section 2.     Each
initial and future Holder of the Bonds of the 2052 Series, by its acquisition of an interest in such Bonds, irrevocably (a) consents
to the amendments set forth in Article I of the Supplemental Indenture dated as of October 25, 2017, supplemental to the Indenture,
without any other or further action by any Holder of such Bonds, and (b) designates the Trustee, and its successors, as its proxy
with irrevocable instructions to vote and deliver written consents on behalf of such Holder in favor of such amendments at any meeting
of Holders, in lieu of any meeting of Holders, in any consent solicitation or otherwise.


 


ARTICLE III


 


ISSUE
OF THE Bonds of the 2052 Series


 


Section 1.     The
Company hereby exercises the right to obtain the authentication of $350,000,000 principal amount of additional Bonds pursuant to the terms
of the Indenture, all of which shall be Bonds of the 2052 Series.


 


Section 2.     Such
Bonds of the 2052 Series may be authenticated and delivered prior to the filing for recordation of this Supplemental Indenture.


 


Section 3.     After
the authentication of such Bonds of the 2052 Series, without the consent of any existing Holder of the Bonds of the 2052 Series, the Company
may thereafter obtain from time to time the authentication of additional Bonds of the 2052 Series pursuant to the terms of the Indenture
by Company Order referring to this Supplemental Indenture having the same terms and conditions as the Outstanding Bonds of the 2052 Series in
all respects (including the same CUSIP number), except for the date of original issuance, the offering price and, if applicable, the initial
interest accrual date and the initial Interest Payment Date.


 






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ARTICLE IV


 


THE
TRUSTEE


 


The Trustee hereby accepts the trusts hereby declared
and provided, and agrees to perform the same upon the terms and conditions in the Indenture set forth and upon the following terms and
conditions:


 


The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company
or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every
term and condition contained in Article Eleven of the Indenture shall apply to this Supplemental Indenture with the same force and
effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to
make the same conform to this Supplemental Indenture.


 


ARTICLE V


 


MISCELLANEOUS
PROVISIONS


 


Except as otherwise defined herein, capitalized
terms defined in the Indenture are used herein as therein defined. This Supplemental Indenture may be simultaneously executed in any number
of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts shall together constitute but
one and the same instrument.


 


The Indenture, as supplemented and amended by this
Supplemental Indenture and all other indentures supplemental thereto, is in all respects ratified and confirmed, and the Indenture, this
Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.


 






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IN WITNESS WHEREOF, said Ameren Illinois Company
has caused this Supplemental Indenture to be executed on its behalf by an Authorized Executive Officer as defined in the Indenture, and
this Supplemental Indenture to be attested by an Authorized Executive Officer as defined in the Indenture; and said The Bank of New York
Mellon Trust Company, N.A., as successor trustee to Harris Trust and Savings Bank, in evidence of its acceptance of the trust hereby created,
has caused this Supplemental Indenture to be executed on its behalf by one of its Vice Presidents and this Supplemental Indenture to be
attested by its Secretary or one of its Vice Presidents; all as of November 1, 2022.


 


AMEREN ILLINOIS COMPANY


 


	 	By:	/s/ Darryl T. Sagel 
	 		Name:	Darryl T. Sagel 
	 		Title:	Vice President and Treasurer




 


ATTEST:


 





	By:	/s/ Jonathan T. Shade	 
		Name:	 Jonathan T. Shade	 
		Title:	Assistant Secretary	 


 






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THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A. 


successor trustee to 


Harris
Trust and Savings Bank, 


TRUSTEE,


 





	 	By:	/s/ Ann M. Dolezal
	 		Name:	Ann
M. Dolezal
	 		Title:	Vice President


 


ATTEST:


 





	By:	/s/
    Vassilena Ouzounova	 
		Name:	 Vassilena
Ouzounova	 
		Title:	Vice President	 


 






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	STATE OF MISSOURI	)	 
	 	 	ss.
	CITY OF ST. LOUIS	)	 


 


BE IT REMEMBERED, that on this 10 day of November,
2022, before me, the undersigned, a Notary Public within and for the City and State aforesaid, personally came Darryl T. Sagel, Vice President
and Treasurer, of Ameren Illinois Company, a corporation duly organized, incorporated and existing under the laws of the State of Illinois,
who is personally known to me to be such officer, and who is personally known to me to be the same person who executed as such officer
the within instrument of writing, and such person duly acknowledged that they signed and delivered the said instrument as their free and
voluntary act as such officer and as the free and voluntary act of said Ameren Illinois Company for the uses and purposes therein set
forth.


 


IN WITNESS WHEREOF, I have hereunto subscribed
my name and affixed my official seal on the day and year last above written.


 


	 	/s/
    Jennifer L. Schalk 
	 	NOTARY PUBLIC
	 	 
	 	Jennifer L. Schalk 
	 	Notary Public Notary Seal 
	 	State of Missouri 
	 	St. Louis City County 
	 	My Commission Expires 1/10/2026 
	 	Commission # 22195105




 


	STATE OF MISSOURI	)	 
	 	 	ss.
	CITY OF ST. LOUIS	)	 


 


BE IT REMEMBERED, that on this 14 day of November,
2022, before me, the undersigned, a Notary Public within and for the City and State aforesaid, personally came Jonathan T. Shade, Assistant
Secretary, of Ameren Illinois Company, a corporation duly organized, incorporated and existing under the laws of the State of Illinois,
who is personally known to me to be such officer, and who is personally known to me to be the same person who executed as such officer
the within instrument of writing, and such person duly acknowledged that they signed and delivered the said instrument as their free and
voluntary act as such officer and as the free and voluntary act of said Ameren Illinois Company for the uses and purposes therein set
forth.


 


IN WITNESS WHEREOF, I have hereunto subscribed
my name and affixed my official seal on the day and year last above written.


 





	 	/s/ Heather
    Bruns
	 	NOTARY PUBLIC
	 	 
	HEATHER BRUNS	
	NOTARY PUBLIC – NOTARY SEAL	
	STATE OF MISSOURI 	
	MY COMMISSION EXPIRES NOVEMBER 18, 2025 	
	ST. LOUIS CITY	
	COMMISSION # 09737348	


 






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	STATE OF ILLINOIS	)	 
	 	 	ss.
	COUNTY OF COOK	)	 


 


BE IT REMEMBERED, that on this 10th day of November,
2022, before me, the undersigned, a Notary Public within and for the State aforesaid, personally came Ann M. Dolezal, Vice President and
Vassilena Ouzounova, Vice President, of The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized,
incorporated and existing under the laws of the United States, who are personally known to me or proved to me on the basis of satisfactory
evidence to be the same persons who executed as such officers the within instrument of writing, and such persons duly acknowledged that
they signed and delivered the said instrument as their free and voluntary act as such Vice President and Vice President, and as the free
and voluntary act of said The Bank of New York Mellon Trust Company, N.A. for the uses and purposes therein set forth.


 


IN WITNESS WHEREOF, I have hereunto subscribed
my name and affixed my official seal on the day and year last above written.


 


	 	/s/
    Savas Apostolakis
	 	NOTARY PUBLIC
	 	 
	 	Official Seal
	 	Savas Apostolakis
	 	Notary Public – State of Illinois
	 	My Commission Expires: 03/25/2026




 






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