EXHIBIT D
AMEREN CORPORATION
AND ITS AFFILIATED CORPORATIONS
AMENDED AND RESTATED
TAX ALLOCATION AGREEMENT
This amended and restated agreement is made as of April 2nd, 2002 by and
among Ameren Corporation, a registered public utility holding company, and its
affiliated corporations, as identified in Exhibit A hereto (collectively, the
"Group"; individually, "member of the Group").
WHEREAS, the members of the Group are affiliated corporations within the
meaning of section 1504 of the Internal Revenue Code of 1986, as amended, and
will join in the annual filing of a consolidated federal income tax return;
WHEREAS, the members of the Group intend to allocate the consolidated
income tax liabilities and benefits to each member of the Group in a fair and
equitable manner; and
WHEREAS, the members of the Group intend to allocate the liabilities and
benefits arising from the Group's annual consolidated income tax returns in
compliance with Title 17, section 250.45(c) of the Code of Federal Regulations,
section 1552(a)(1) of the Internal Revenue Code and Title 26, section
1.1502-33(d)(2) of the Code of Federal Regulations;
IT IS THEREFORE AGREED, as follows:
Section 1. Definitions
For purposes of this agreement, the following definitions shall apply:
(a) "Consolidated tax" shall mean the Group's aggregate tax liability for
a taxable year as shown on the consolidated federal income tax return.
(b) "Consolidated refund" shall mean the Group's refund for a taxable year
as shown on the consolidated federal income tax return.
(c) "Corporate taxable income" or "corporate taxable loss" shall mean the
income or loss of a member of the Group for a taxable year, computed
as though the member had filed a separate federal income tax return on
the same basis as used in the consolidated return, except that:
(1) Dividend income from other members of the Group shall be
disregarded, and
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(2) Intercompany transactions that are eliminated in the consolidated
return shall be given appropriate treatment.
(d) "Separate return tax" shall mean the federal income tax liability or
federal income tax refund, computed with respect to the corporate
taxable income or loss of a member of the Group as though the member
were not a member of the Group. If the separate return tax is a
liability, it shall be referred to as a "positive separate return
tax." If the separate return tax is a refund, it shall be referred to
as a "negative separate return tax."
(e) A "positive" allocation shall be the obligation to make a payment to
the Group. A "negative" allocation shall be the right to receive a
payment from the Group.
Section 2. General Allocation Method
Each taxable year, the members of the Group shall allocate the consolidated
tax or consolidated refund in accordance with the following procedures:
(a) A member, to include Ameren Corporation, that would have a positive
separate return tax shall receive a positive allocation in an amount
equal to such positive separate return tax.
(b) A member, other than Ameren Corporation, that would have a negative
separate return tax shall receive a negative allocation in an amount
equal to such negative separate return tax.
(c) If Ameren Corporation would have a negative separate return tax, then
each member having positive separate return tax shall receive a
negative allocation in an amount equal to such negative separate
return tax multiplied by the member's allocation ratio of the sum of
the positive separate return tax.
Section 3. Special Allocation Rules
(a) Alternative Minimum Tax. In any year in which alternative minimum tax
(AMT) is payable by the Group, the consolidated tax shall be separated
into two parts: regular tax and AMT.
(1) Regular tax shall be allocated in accordance with the general
allocation method set forth in section 2, above.
(2) AMT will be allocated to each member of the Group based on the
proportion of:
(A) the excess of its separate company tentative minimum tax over
its separate company regular tax liability, to
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(B) the aggregate of the excesses of such companies' tentative
minimum tax amounts over their regular tax liability amounts.
(3) Each member whose regular tax liability exceeds its tentative
minimum tax on a separate company basis shall be excluded from
this calculation and shall not be impacted by the Group's AMT
liability.
(4) The minimum tax credit shall be allocated to the members of the
Group to which the associated AMT was allocated, in proportion to
the associated AMT allocated to such members.
(b) Investment Tax Credits; Other Tax Benefits and Material Items Taxed at
Different Rates. Any investment tax credits, other tax benefits and
material items taxed at rates other than the rate applicable to
corporate taxable income shall be allocated directly to the members of
the Group giving rise to them.
Section 4. Maximum Allocation
The tax allocated to any member shall not exceed the separate return tax of
such member.
Section 5. Payments
Each member of the Group is responsible for its own tax liability. Payment
of such liability shall be made in accordance with the following procedure:
(a) A member of the Group with a net positive allocation shall pay Ameren
Corporation the net amount allocated.
(b) A subsidiary member of the Group with a net negative allocation shall
receive payment from Ameren Corporation in the amount of the net
negative allocation.
(c) Ameren Corporation shall pay to the Internal Revenue Service the
Group's net current federal income tax liability from the net of the
receipts and payments to and from members of the Group.
(d) Ameren Corporation shall make any calculations on behalf of the
members of the Group necessary to comply with the estimated tax
provisions of IRC section 6655. Based on such calculations, Ameren
Corporation shall charge the members appropriate amounts at intervals
consistent with the dates in that section.
(e) If the Group has a consolidated net operating loss ("NOL") for a
taxable year (the "loss year") and the NOL cannot be used in full by
being carried back to a prior taxable year, the unused portion of the
NOL shall be allocated (as negative allocations) to the members of the
Group having negative allocations for the loss
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year in proportion to the relative magnitude of such negative
allocations for the loss year. Each such member shall carry negative
allocation from the loss year forward to the following taxable year
and combine it with its allocation for such following taxable year.
(f) A member shall make any payment required by this section within 60
days after receiving notice of such payment from Ameren Corporation.
Alternatively, in the case of any second tier subsidiary (any company
that is wholly-owned by Union Electric Company, Central Illinois
Public Service Company, or CIPSCO Investment Company), the parent of
such second-tier subsidiary may make the payment required by the
preceding sentence for itself and all of its second-tier subsidiaries
within the 60-day period, with the second-tier subsidiaries to
compensate such parent within a reasonable time thereafter.
Section 6. Adjustments to Tax Liability Shown on Returns
(a) In the event that the consolidated tax or consolidated refund is
subsequently adjusted by the Internal Revenue Service or by a court decision,
the consolidated tax, consolidated refund and separate return tax shall be
adjusted accordingly consistent with the methodology set forth previously in
this agreement. Any prior payments among the members of the Group shall be
adjusted to conform to the change.
(b) If any interest is paid or received as a result of an adjustment to
consolidated tax or consolidated refund, it will be allocated to the parties in
the proportion that each member's change in separate tax in each affected year
bears to the change in consolidated tax or consolidated refund.
(c) Any penalty shall be paid by the member of the Group that is
responsible for the penalty. If the party at fault cannot be determined, the
penalty shall be allocated in the same manner as if it were additional tax.
Section 7. State Income Taxes
(a) Any state income tax liability (including liability for interest or
penalties) associated with the filing of a separate state income tax return by a
member of the Group shall be allocated to and paid directly by such member.
(b) Any state income tax liability (including liability for interest or
penalties) associated with the filing of a consolidated, unitary, or combined
state return shall be allocated to the members of the Group participating in the
returns following the procedures set forth above for federal income tax
liabilities.
(c) Because certain states utilize a unitary method, the Group's aggregate
income tax liability to a state may exceed the sum of the members' separate
return income tax liabilities to the state. Notwithstanding section 4 of this
agreement, if this occurs, the excess of the Group's
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aggregate liability to such state over the sum of the members' separate return
liabilities for such state shall be allocated to the member or members whose
operations caused the Group to be taxed by the state, following the procedures
set forth above for federal income tax liabilities. Conversely, the sum of the
members' separate return liabilities may exceed the Group's aggregate liability
to a state. If this occurs, the excess of the sum of the members' separate
return liabilities for such state over the Group's aggregate liability to such
state shall be allocated to the member or members whose operations caused the
excess, following the procedures set forth above for federal income tax
liabilities.
Section 8. New Affiliates
The members of the Group will cause any corporation which becomes an
affiliated corporation within the meaning of IRC section 1504 to join in this
agreement.
Section 9. Amendment
This Agreement may be amended from time to time, and any changes shall be
filed as an amendment to the Form U-5S. Any amendment which would alter the
allocation to any associate company for any period preceding its adoption shall
be conditioned on approval by the Commission if the Commission directs, within
60 days after its filing, that it be deemed to be a declaration under Rule
45(a).
Section 10. Cooperation of Members
Each member shall execute and file such consent, elections and other
documents that may be required or appropriate for the proper filing of
consolidated income tax returns and for the allocations provided by this
agreement.
* * * * * * * * *
The above procedures for allocating the consolidated income tax liability
of the Group have been agreed to by each of the below listed members of the
Group, as evidenced by the signature of an officer of each member.
Ameren Corporation by: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
Ameren Development Company by: /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxxx
Ameren ERC, Inc. by: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
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Ameren Energy Communications, Inc. by: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
Ameren Energy Development Company by: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
Ameren Energy Fuels and Services
Company by: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
Ameren Energy Generating Company by: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
Ameren Energy, Inc. by: /s/ Xxxxxxxx X. Xxxx, Xx.
-------------------------------
Xxxxxxxx X. Xxxx, Xx.
Ameren Energy Marketing Company by: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
Ameren Energy Resources Company by: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
Ameren Services Company by: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
Central Illinois Public Service
Company by: /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxxx
CIPSCO Investment Company by: /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx
CIPS Energy, Inc. by: /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxxx
Illinois Materials Supply Co. by: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
Missouri Central Railroad Company by: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
Union Electric Company by: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
Union Electric Development
Corporation by: /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxxx
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EXHIBIT A
Ameren Corporation
Ameren Development Company
Ameren ERC, Inc.
Ameren Energy Communications, Inc.
Ameren Energy Development Company
Ameren Energy Fuels and Services Company
Ameren Energy Generating Company
Ameren Energy, Inc.
Ameren Energy Marketing Company
Ameren Energy Resources Company
Ameren Services Company
Central Illinois Public Service Company
CIPSCO Investment Company
CIPS Energy Inc.
Illinois Materials Supply Co.
Missouri Central Railroad Company
Union Electric Company
Union Electric Development Corporation
