$78,005,000. Power Project Revenue Bonds (Prairie State Project) MATURITY SCHEDULE See Inside Front Cover

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1 NEW ISSUE FULL BOOK ENTRY Under the Internal Revenue Code of 1986, as amended (the Code ), the interest on the Series 2010A Bonds is included in gross income as interest for federal income tax purposes. In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Code, as amended, the interest on the Series 2010B Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes, except as described herein, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The interest on the Series 2010 Bonds is exempt from income taxation by the State of Missouri. See TAX MATTERS herein. $78,005,000 Missouri Joint Municipal Electric Utility Commission Power Project Revenue Bonds (Prairie State Project) $73,420,000 Series 2010A (Federally Taxable Build America Bonds Direct Pay) Dated: Date of Delivery $4,585,000 Series 2010B Due: January 1, as shown on the inside cover page The Power Project Revenue Bonds (Prairie State Project), Series 2010A (Federally Taxable Build America Bonds Direct Pay) (the Series 2010A Bonds ) and Series 2010B (the Series 2010B Bonds and, together with the Series 2010A Bonds, the Series 2010 Bonds ) offered hereby are issuable as fully registered bonds and when initially issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ), which initially will act as securities depository as described herein. Purchases of Series 2010 Bonds will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof, through brokers or dealers who are, or who act through, DTC participants. Beneficial owners of the Series 2010 Bonds will not be entitled to receive physical delivery of bond certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Series 2010 Bonds. Semiannual interest on the Series 2010 Bonds is payable each January 1 and July 1, commencing July 1, 2011, as more fully described herein. So long as DTC or its nominee is the registered owner of the Series 2010 Bonds, payments of the principal of and interest on such bonds will be made directly to DTC. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants (see THE SERIES 2010 BONDS Book-Entry Only System herein). The Series 2010A Bonds and the Series 2010B Bonds are subject to redemption prior to maturity as described herein. The Series 2010 Bonds are to be issued by the Missouri Joint Municipal Electric Utility Commission ( MJMEUC ) (a) to finance a portion of the costs of acquiring and constructing an undivided interest of approximately 195 megawatts in the Prairie State Energy Campus (such interest is referred to herein as the Prairie State Project ) consisting of two coal-fired, steam-electric generating units and certain adjacent coal reserves and mine facilities, all located in Washington, St. Clair and Randolph Counties, Illinois ( Prairie State ), (b) to fund debt service reserves for the Series 2010 Bonds, (c) to fund certain capitalized interest on the Series 2010 Bonds, and (d) to pay costs of issuance of the Series 2010 Bonds. The Series 2010 Bonds and the interest thereon will be special, limited obligations of MJMEUC, payable by MJMEUC solely out of the Net Revenues (as defined herein) relating to the ownership and operation of the Prairie State Project and certain other funds held under the Indenture referred to herein, and will be secured by a pledge and assignment of and a grant of a security interest in the Trust Estate (as defined herein) to the Trustee under the Indenture in favor of the owners of the Series 2010 Bonds. As more fully described herein, Revenues under the Indenture include amounts received by MJMEUC in respect of sales of the output, capacity, use and service of the Prairie State Project to (a) Missouri Public Energy Pool #1, a power pool managed by MJMEUC for the benefit of certain of its members and (b) certain Missouri cities pursuant to separate unit-specific, life-of-unit, take-or-pay power purchase agreements between MJMEUC and each of such cities. The Series 2010 Bonds and interest thereon will not be deemed to constitute a debt or liability of the State of Missouri or of any political subdivision thereof within the meaning of any state constitutional provision or statutory limitation and will not constitute a pledge of the faith and credit of the State of Missouri or of any political subdivision thereof, but will be payable solely from the funds provided for in the Indenture. The issuance of the Series 2010 Bonds will not, directly, indirectly or contingently, obligate the State of Missouri or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. MATURITY SCHEDULE See Inside Front Cover The Series 2010 Bonds are offered when, as and if issued and accepted by the Underwriters, subject to prior sale or withdrawal or modification of the offer without notice, and the approval of legality by Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by Nixon Peabody LLP. It is expected that the Series 2010 Bonds will be available for delivery in book-entry form through DTC in New York, New York on or about December 10, J.P. Morgan BMO Capital Markets December 1, 2010 Edward Jones Wells Fargo Securities

2 MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND PRICE $78,005,000 MISSOURI JOINT MUNICIPAL ELECTRIC UTILITY COMMISSION Power Project Revenue Bonds (Prairie State Project) Dated: Date of Delivery Due: January 1, as shown below Year $73,420,000 Series 2010A (Federally Taxable Build America Bonds Direct Pay) $10,120,000 Serial Bonds Amount Interest Rate Yield 2017 $1,545, % 4.878% ,595, ,650, ,710, ,775, ,845, $24,035, % Term Bonds due January 1, 2032 Yield 7.597% $39,265, % Term Bonds due January 1, 2042 Yield 7.897% $4,585,000 Series 2010B Year Amount $4,585,000 Serial Bonds Interest Rate Yield 2014 $1,295, % 2.230% ,380, ,910, i-

3 Missouri Joint Municipal Electric Utility Commission 1808 I-70 Drive S.W. Columbia, Missouri (573) Officers Chair Vice Chair Secretary/Treasurer Chair, Engineering Committee Chair, Operating Committee Chair, Budget & Finance Committee Chair, Power Contract Cities/MoPEP Committee Member at Large Immediate Past Chair Mark Petty Don Trigg Rodney Bourne Robert E. Williams Kyle Gibbs James D. Roach Chad Davis Richard Shockley Darrell Dunlap Management General Manager and Chief Executive Officer Executive Director for Engineering and Operations and Chief Operating Officer Assistant General Manager Chief Financial Officer/Director of Administration Duncan Kincheloe John Grotzinger Eve Lissik Michael J. Loethen Bond Counsel Gilmore & Bell, P.C. Kansas City, Missouri Financial Advisor McDonald Partners, Inc. Alamo, California Trustee, Bond Registrar and Paying Agent The Bank of New York Mellon Trust Company, N.A. St. Louis, Missouri ii

4 MISSOURI JOINT MUNICIPAL ELECTRIC UTILITY COMMISSION POOL POWER PURCHASERS AND PRAIRIE STATE PROJECT UNIT POWER PURCHASERS Rock Port Stanberry Unionville Memphis Bethany Kahoka Albany Trenton La Plata Marceline Shelbina Palmyra Gallatin Hannibal Chillicothe Macon Monroe City Carrollton Salisbury Marshall Fayette Vandalia Centralia Odessa Higginsville Columbia Harrisonville Fulton Hermann Kirkwood Owensville St. James Butler Rolla El Dorado Springs Farmington Illinois Prairie State Campus Lamar Fredericktown Lebanon Jackson Missouri Ava Thayer Pool Power Purchaser Unit Power Purchaser -iii-

5 No dealer, broker, salesman or any other person has been authorized by MJMEUC to give any information or to make any representations, other than the information and representations contained herein, in connection with the offering of the Series 2010 Bonds, and if given or made, such other information or representations must not be relied upon as having been authorized by MJMEUC. This Official Statement does not constitute an offer to sell or solicitation of an offer to buy any of the Series 2010 Bonds in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information set forth herein has been furnished by MJMEUC, certain of the Power Purchasers and other sources which are believed to be reliable. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of MJMEUC or the Power Purchasers since the date hereof. THE UNDERWRITERS HAVE ADVISED MJMEUC THAT IN CONNECTION WITH THE OFFERING OF THE SERIES 2010 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2010 BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. When used in this Official Statement and in any continuing disclosure made by MJMEUC, the words or phrases will likely result, are expected to, will continue, is anticipated, estimate, project, forecast, expect, intend and similar expressions identify forward looking statements within the meaning of the Private Securities Litigation Reform Act of Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Series 2010 Bonds will, under any circumstances, create any implication that there has been no change in the affairs of MJMEUC or any other party described in this Official Statement, since the date of this Official Statement. -iv-

6 Table of Contents Page INTRODUCTORY STATEMENT... 1 General... 1 MJMEUC... 2 Prairie State and the Prairie State Project... 3 The Power Purchasers... 3 PLAN OF FINANCE... 4 ESTIMATED SOURCES AND USES OF FUNDS... 5 PRAIRIE STATE AND THE PRAIRIE STATE PROJECT... 5 General... 5 The Prairie State Project... 6 Construction Contract... 6 Air Quality Controls... 6 Coal Combustion Waste Disposal... 7 Electrical Interconnection... 7 Projected Cost... 7 MJMEUC... 7 General... 7 Organization and Management... 8 Membership... 9 Annual Budgets... 9 Missouri Public Energy Pool # MISSOURI PUBLIC ENERGY POOL # General Pool Power Purchasers Pool Committee and Annual MoPEP 1 Budget Pool Rate Covenant Pool Rates and Charges Current Power Supply Operations Power Purchase Contracts MJMEUC Owned Generation Member Generating Capacity Off-System Sales Historical and Projected Energy Requirements Future MoPEP 1 Power Supply Resources Historical and Projected MoPEP 1 Loads and Resources Transmission Other MoPEP 1 Obligations Financial Condition THE UNIT POWER PURCHASERS General Purchase Percentages The Unit Power Purchase Agreements Transmission Arrangements REGULATION OF MJMEUC AND THE POWER PURCHASERS SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010 BONDS Special, Limited Obligations Net Revenues; Power Purchase Agreements Pledge and Assignment under the Indenture v

7 Debt Service Reserve Fund Other MJMEUC Reserves Flow of Funds Rate Covenant Additional Bonds and Subordinated Bonds Effect of Subsidy from United States Treasury Relating to Series 2010A Bonds THE SERIES 2010 BONDS General Terms Designation of Series 2010A Bonds as Build America Bonds Redemption Prior to Maturity Book-Entry Only System DEBT SERVICE REQUIREMENTS FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY General Federal Regulation of Transmission Energy Policy Act of Climate Change and Possible Future Climate Change Legislation OTHER MJMEUC PROJECTS General Fredericktown Project Plum Point Project Iatan 2 Project LITIGATION CONTINUING DISCLOSURE UNDERTAKING UNDERWRITING RATINGS TAX MATTERS General The Series 2010A Bonds The Series 2010B Bonds Other Federal Income Tax Consequences Applicable to the Series 2010 Bonds APPROVAL OF LEGAL PROCEEDINGS FINANCIAL ADVISOR FINANCIAL STATEMENTS MISCELLANEOUS APPENDIX A Audited Financial Statements of MJMEUC... A-1 APPENDIX B Certain Information Regarding the Large Pool Power Purchasers and the City of Harrisonville... B-1 APPENDIX C Certain Information Regarding the Large Unit Power Purchasers... C-1 APPENDIX D Summary of Certain Provisions of the Indenture... D-1 APPENDIX E Summary of Certain Provisions of the Pool Power Purchase Agreement... E-1 APPENDIX F Summary of Certain Provisions of the Unit Power Purchase Agreements... F-1 APPENDIX G Proposed Form of Continuing Disclosure Agreement... G-1 APPENDIX H Proposed Form of Opinion of Bond Counsel... H-1 APPENDIX I Principal Paydown Factor Table Pro-Rata Pass-Through Distribution of Principal... I-1 vi

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9 Official Statement relating to $78,005,000 Missouri Joint Municipal Electric Utility Commission Power Project Revenue Bonds (Prairie State Project) $73,420,000 Series 2010A (Federally Taxable Build America Bonds Direct Pay) INTRODUCTORY STATEMENT $4,585,000 Series 2010B General This Official Statement, which includes the cover page and inside cover page hereof and the appendices attached hereto, provides certain information in connection with the issuance by the Missouri Joint Municipal Electric Utility Commission ( MJMEUC ) of its $73,420,000 Power Project Revenue Bonds (Prairie State Project), Series 2010A (Federally Taxable Build America Bonds Direct Pay) and its $4,585,000 Power Project Revenue Bonds (Prairie State Project), Series 2010B (the Series 2010B Bonds and, together with the Series 2010A Bonds, the Series 2010 Bonds ). The Series 2010 Bonds are being issued by MJMEUC (a) to finance a portion of the costs of acquiring and constructing an 12.33% undivided interest in the Prairie State Energy Campus, consisting of two coal-fired, steam-electric generating units having a combined expected net capacity of approximately 1,600 megawatts ( MW ) and certain adjacent coal reserves and mine facilities, all located in Washington, St. Clair and Randolph Counties, Illinois (as more fully described herein, Prairie State ), which interest entitles MJMEUC to approximately 195 MW (net) of the capacity and output of such generating station when constructed and placed in service (such interest is referred to herein as the Prairie State Project ), (b) to fund debt service reserves for the Series 2010 Bonds, (c) to fund certain capitalized interest on the Series 2010 Bonds, and (d) to pay costs of issuance of the Series 2010 Bonds. See PLAN OF FINANCE and ESTIMATED SOURCES AND USES OF FUNDS herein. The Series 2010 Bonds will be issued pursuant to Section 27 of Article VI of the Missouri Constitution, as amended, and the Joint Municipal Utility Commission Act, Sections to , Revised Statutes of Missouri, as amended (the Act ), and under and pursuant to a Trust Indenture, dated as of September 1, 2007, entered into between MJMEUC and The Bank of New York Mellon Trust Company, N.A., St. Louis, Missouri, as Trustee (the Trustee ), as amended and supplemented from time to time (the Original Indenture ), including as supplemented by a Supplemental Trust Indenture No. 3, dated as of December 1, 2010 to be entered into between MJMEUC and the Trustee, authorizing the Series 2010 Bonds (the Supplemental Trust Indenture No. 3, and together with the Original Indenture, the Indenture ). Pursuant to the Indenture, MJMEUC has previously issued its Power Project Revenue Bonds (Prairie State Project), Series 2007A (the Series 2007A Bonds ) which are currently outstanding in the aggregate principal amount of $521,760,000, its Power Project Revenue Bonds (Prairie State Project), Series 2007B (the Series 2007B Bonds, and together with the Series 2007A Bonds, the Series 2007 Bonds ) which are currently outstanding in the aggregate principal amount of $28,045,000, its Power Project Revenue Bonds (Prairie State Project), Series 2009A (Federally Taxable Build America Bonds Direct Pay) (the Series 2009A Bonds ) which are currently outstanding in the aggregate

10 principal amount of $193,720,000, and its Power Project Revenue Bonds (Prairie State Project), Series 2009B (Federally Taxable) (the Series 2009B Bonds and, together with the Series 2009A Bonds, the Series 2009 Bonds ) which are currently outstanding in the aggregate principal amount of $14,200,000. The Series 2007 Bonds and the Series 2009 Bonds are herein referred to as the Outstanding Bonds. The Outstanding Bonds are secured on a parity with the Series 2010 Bonds, except that each series of Bonds is secured by a certain account within the Debt Service Reserve Fund. See SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010 BONDS Debt Service Reserve Fund. As described under SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010 BONDS Additional Bonds and Subordinated Bonds herein, MJMEUC may issue additional bonds under the Indenture on a parity with the Outstanding Bonds and the Series 2010 Bonds as to security and source of payment. The Outstanding Bonds, the Series 2010 Bonds and all additional bonds hereafter issued under the Indenture on a parity therewith are referred to herein as the Bonds. MJMEUC has previously issued certain bonds pursuant to two separate trust indentures between it and the Trustee to finance its acquisition of an undivided interest in certain other generating facilities, and MJMEUC may issue additional bonds or other obligations in the future pursuant to such trust indentures or pursuant to one or more other trust indentures or other financing documents that it may enter into in the future in connection with its acquisition of additional generating facilities (or undivided interests therein). No such bonds or other obligations will be payable from the revenues to be derived by MJMEUC from the Prairie State Project or the funds and accounts established pursuant to the Indenture, and the Bonds will not be payable from any revenues to be derived by MJMEUC from any such other or additional generating facilities or the funds and accounts established pursuant to any such other indenture or other financing documents. See OTHER MJMEUC PROJECTS herein. Capitalized terms used but not otherwise defined herein have the respective meanings to be set forth in the Indenture. See SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Definitions in APPENDIX D hereto. MJMEUC MJMEUC, a body public and corporate of the State of Missouri, was created by contract as of May 1, 1979, for the purpose of permitting cities, incorporated towns and villages of the State of Missouri that own and operate retail electric utility systems and that become parties to such contract (the Members ) to secure, by joint action among themselves, or by contract with other utilities, an adequate, reliable and economical supply of electric power and energy. MJMEUC s Members currently consist of 60 municipally-owned retail electric systems ranging in size from approximately 700 to approximately 107,000 meters. In 1989, MJMEUC created a second category of membership, referred to as advisory membership, to allow rural electric cooperatives located within or outside of the State of Missouri and municipalities located outside the State of Missouri (both of which, in accordance with the Act and the joint contract pursuant to which MJMEUC was created, do not qualify for regular membership) to participate in MJMEUC s power supply programs and projects. MJMEUC s advisory members currently consist of one rural electric cooperative and three municipally-owned retail electric systems located in the State of Arkansas (collectively, the Advisory Members ). See MJMEUC Membership herein. MJMEUC has been supplying the electric power and energy requirements of certain of its Members since 1990 through the operation of a power pool. In order to obtain a diversified portfolio of cost-based, reliable resources on a long-term basis to meet its Members and Advisory Members growing load requirements and to replace power and energy that previously have been purchased under long- and - 2 -

11 short-term contracts, MJMEUC is participating in the development and construction of new generating facilities, including Prairie State. Prairie State and the Prairie State Project Prairie State includes an approximately 1,600 MW (net) coal-fired, steam-electric generating station that is under construction in Washington, St. Clair and Randolph Counties, Illinois. The generating station is being constructed as specified in the Amended and Restated EPC Contract (as defined herein) between Bechtel Power Corporation ( Bechtel ) and Prairie State Generating Company, LLC, a Delaware limited liability company ( PSGC ), utilizing state-of-the-art pulverized coal boiler technology. Prairie State also includes transmission facilities to interconnect Prairie State with the grid at the delivery point; a water pipeline to the Kaskaskia River; a natural gas pipeline to deliver gas to the site; facilities for the disposal of coal combustion waste from the facilities; associated power plant facilities and equipment; and certain coal reserves, mine facilities, mining equipment and coal storage handling and conveying equipment. See PRAIRIE STATE AND THE PRAIRIE STATE PROJECT. MJMEUC s undivided interest in Prairie State entitles MJMEUC to approximately 195 MW (net) of the capacity and output of Prairie State when constructed and placed in service and a coal supply that is expected to fuel MJMEUC s interest for at least thirty years. See PRAIRIE STATE AND THE PRAIRIE STATE PROJECT. Approximately 113 MW (58%) of the capacity of the Prairie State Project has been sold to the Missouri cites of Columbia, Kirkwood, Hannibal, Fulton, Marceline, Centralia and Kahoka (together, the Unit Power Purchasers ) pursuant to separate unit-specific, life-of-unit, take-orpay power purchase agreements (as heretofore amended and restated, the Unit Power Purchase Agreements ) between MJMEUC and each of the Unit Power Purchasers (see THE UNIT POWER PURCHASERS herein), and the balance of the capacity of the Prairie State Project (approximately 82 MW, or 42%) has been assigned to MoPEP 1 to provide a portion of the electric power and energy requirements of those MJMEUC Members participating in MoPEP 1 (as more fully described under MISSOURI PUBLIC ENERGY POOL #1 Pool Power Purchasers herein, the Pool Power Purchasers ; the Pool Power Purchasers and the Unit Power Purchasers are referred to herein collectively as the Power Purchasers ). The Power Purchasers The Pool Power Purchasers The Pool Power Purchasers currently consist of 35 of MJMEUC s Members. Thirty-four of those members took full requirements service from MoPEP 1 as of December 31, The City of Lebanon, Missouri ( Lebanon ) joined MoPEP 1 and commenced service on April 1, MoPEP 1 reached a peak load of MW on August 10, 2010 for the calendar year 2010 through October 31. See MISSOURI PUBLIC ENERGY POOL #1 Pool Power Purchasers herein. The Pool Power Purchasers are obligated to pay a proportionate share of all of MoPEP 1 s operating expenses, including all of MoPEP 1 s allocable costs associated with the Prairie State Project, pursuant to the Amended and Restated Missouri Public Energy Pool #1 Agreement (the Pool Power Purchase Agreement and, together with the Unit Power Purchase Agreements, the Power Purchase Agreements ) among MJMEUC and each Pool Power Purchaser. See MISSOURI PUBLIC ENERGY POOL #1 General herein and SUMMARY OF CERTAIN PROVISIONS OF THE POOL POWER PURCHASE AGREEMENT MoPEP 1 Rates and Charges in APPENDIX E hereto

12 The Unit Power Purchasers The Unit Power Purchase Agreements entitle each Unit Power Purchaser to a specified percentage share of the capacity and output of the Prairie State Project, and require that each Unit Power Purchaser pay to MJMEUC its proportionate share of (a) the fixed and variable costs MJMEUC incurs in connection with the Prairie State Project, and (b) MJMEUC s administrative and other reasonable costs associated with its role as power supplier to the Power Purchasers. Each Unit Power Purchaser s obligation to make such payments and to pay other amounts under its Unit Power Purchase Agreement is a special limited obligation payable solely out of the revenues of its municipal electric system. Such payments are payable on a take-or-pay basis (i.e., whether or not Prairie State is operating or operable or its output is suspended, interrupted, interfered with, reduced or curtailed or terminated in whole or in part), are not subject to any reduction, whether by offset, counterclaim, recoupment or otherwise and are not conditioned upon the performance or nonperformance of MJMEUC or any other person under the Unit Power Purchase Agreements or any other agreement for any cause whatsoever. Information regarding certain of the Unit Power Purchasers is set forth in APPENDIX C hereto. PLAN OF FINANCE MJMEUC expects its total costs associated with the acquisition and construction of the Prairie State Project to be approximately $631 million, of which approximately $400 million was previously financed through the issuance of the Series 2007 Bonds, approximately $165 million was previously financed through the issuance of the Series 2009 Bonds, and approximately $66 million is being financed through the issuance of the Series 2010 Bonds. The costs of acquisition and construction include, among others, (a) MJMEUC s share of the projected costs of acquisition and construction of Prairie State, including a reasonable contingency (see PRAIRIE STATE AND THE PRAIRIE STATE PROJECT Project Budget and Projected Energy Cost herein), (b) reimbursement of previous expenditures for engineering, legal and consulting fees, (c) the cost of an owners engineer and other administrative costs during construction, and (d) the cost of delay in start-up insurance with respect to each of the Prairie State units for a period extending nine months beyond the guaranteed completion of each unit. Proceeds of the Series 2010 Bonds will be applied to (a) finance a portion of MJMEUC s share of the costs of acquisition and construction of Prairie State, (b) fund deposits to debt service reserves for the Series 2010 Bonds, (c) net fund capitalized interest on the Series 2010 Bonds, and (d) pay costs of issuance of the Series 2010 Bonds. MJMEUC purchased delay in start-up insurance to protect against a delay in completion caused by loss or damage to the power plant, switchyard, or owner s equipment, materials or supplies (the Delay in Start-Up Insurance ). The Delay in Start-Up Insurance covers MJMEUC s debt service and fixed expenses subject to a two-month deductible. MJMEUC s Delay in Start-Up Insurance is in an aggregate amount of $38,000,000 ($19,000,000 per unit) which is expected, together with capitalized interest, to cover MJMEUC s debt service for a period of approximately eleven to twelve months beyond the guaranteed completion date for each unit

13 ESTIMATED SOURCES AND USES OF FUNDS The table below sets forth the estimated sources and uses of funds in connection with the issuance of the Series 2010 Bonds. Sources of Funds: Principal Amount of Series 2010 Bonds $78,005, Plus: Original Issue Premium on the Series 2010B Bonds 435, Total Sources $78,440, Use of Funds: Deposit to Project Fund for Construction $65,714, Deposit to Alternate Debt Service Reserve Account in Debt Service Reserve Fund (1) 4,719, Deposit to Series 2010B Debt Service Reserve Account in Debt Service Reserve Fund (1) 458, Deposit to Series 2010A and Series 2010B Capitalized Interest Subaccounts in Debt Service Fund (2) 6,774, Costs of Issuance (3) 773, Total Uses $78,440, (1) Upon the issuance of the Series 2010 Bonds, the amount on deposit in the Debt Service Reserve Fund will be equal to applicable Debt Service Reserve Requirements therefor. See SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010 BONDS Debt Service Reserve Fund herein. (2) Represents an amount that, together with projected interest earnings thereon and Federal Subsidies, is expected to be sufficient to pay all of the interest on the Series 2010 Bonds through February 1, 2012, and a portion of the interest on the Series 2010 Bonds through November 1, (3) Includes underwriters discount, trustee and legal fees and expenses and other costs of issuance. General PRAIRIE STATE AND THE PRAIRIE STATE PROJECT On June 14, 2007, the MJMEUC Board of Directors gave final approval to participation in the construction, operation and financing of Prairie State. MJMEUC is acquiring an undivided interest in Prairie State to serve a portion of the load of each of the Pool Power Purchasers and the Unit Power Purchasers. MJMEUC s 12.33% undivided ownership interest in Prairie State will be approximately 195 MW of the aggregate nominal net output capacity of approximately 1,600 MW for Prairie State. Of MJMEUC s 195 MW ownership interest, 113 MW (58%) has been sold to the Unit Power Purchasers and the remaining 82 MW (42%) has been allocated to the Pool Power Purchasers. MJMEUC and other municipal and cooperative organizations including American Municipal Power; Illinois Municipal Electric Agency; Indiana Municipal Power Agency; Prairie Power Inc.; Southern Illinois Power Cooperative; Kentucky Municipal Power Agency; and Northern Illinois Municipal Power Agency; along with Lively Grove Energy Partners, LLC, a subsidiary of Peabody - 5 -

14 Energy (collectively, the Prairie State Participants ) have entered into a participation agreement which will govern the construction and operation of Prairie State (the Prairie State Participation Agreement ). The Prairie State Project Prairie State includes a pulverized coal-fired generating station and associated mine, rail, water, natural gas, coal combustion waste storage and ancillary support facilities located in Washington, Randolph and St. Clair Counties in southwest Illinois. The generating station will consist of two supercritical units with a nominal net output capacity of approximately 800 MW each. Construction commenced on Prairie State in the fall of All material permits for construction and operation of the generating station have been issued. Prairie State will be situated adjacent to underground coal reserves owned by the Prairie State Participants. Prairie State includes construction and operation of a single mine that is expected to supply all the fuel for Prairie State for approximately 30 years. All the material permits required to construct and operate the mine have been issued. Space has been allocated at Prairie State for on-site coal storage for approximately 60 days of operations. The Prairie State design includes rail access to accommodate coal purchased from third parties in the event of an extended mine disruption and to facilitate delivery of limestone and major equipment and disposal of coal combustion waste. Construction Contract On June 19, 2007, PSGC and Bechtel signed a Target Price Engineering, Procurement and Construction Agreement (the TPEPC Contract ). The TPEPC Contract required Bechtel to manage the construction of the generating station to a target price and schedule. On July 23, 2010, in an effort to provide greater cost certainty, enhance warranty coverage and ensure better quality assurance, PSGC and Bechtel executed a revised fixed-price engineering, procurement and construction agreement (the Amended and Restated EPC Contract ). Except for certain expenses ancillary to the generating station and change orders, Bechtel will earn the contract fixed price for its services (exclusive of certain taxes). The Amended and Restated EPC Contract contains incentives for early completion, bonuses for unit performance improvements above guaranteed values and liquidated damages in the event the guaranteed substantial completion dates of either or both units are delayed or if unit performance is below guaranteed values. Under the terms of the Amended and Restated EPC Contract, the guaranteed completion dates for Units 1 and 2 of Prairie State are December 6, 2011 and August 1, 2012, respectively. PSGC and Bechtel report that they expect to meet these target completion dates. As of the end of September 2010, PSGC reported, for activities related solely to the Amended and Restated EPC Contract, engineering efforts are approximately 95.3% complete, construction activities are approximately 52.9% complete and overall efforts are approximately 53.6% complete. Air Quality Controls Prairie State is designed to meet best available air pollution control technology. The plant design will comply with all emissions regulations and permit conditions, including all state and federal regulations

15 Coal Combustion Waste Disposal The coal combustion waste ( CCW ) generated at Prairie State will be transported via rail to a new ash disposal site located southwest of the plant facility (the Jordan Grove Site ). The CCW consists of fly ash, bottom ash, desulfurization waste, and coal mine breaker byproducts. The Jordan Grove Site, which is owned by PSGC, is a closed surface coal mine that has depleted most of its reserves. All permits for the Jordan Grove Site have been transferred to PSGC. Construction of the first cell at the Jordan Grove Site has begun. The facility will be complete and be ready to accept CCW from Prairie State in the fall of PSGC is planning additional CCW disposal sites for development in the future, including a site closer to the generating facility. Land has been procured and development activities have begun at the alternate CCW disposal site. PSGC plans to begin utilizing such site in Savings from reduced transport are expected to more than off-set additional development costs in the near term. Electrical Interconnection Prairie State is within the Midwest Independent Transmission System Operator, Inc. ( MISO ) geographical footprint. A new Prairie State substation has been connected to a new Ameren Services Company ( Ameren ) switchyard (the Ameren Switchyard ) via two 345-kV overhead lines owned by PSGC. The Ameren Switchyard is owned and operated by Ameren. Network upgrades to the transmission system beyond the Ameren Switchyard have been being constructed by Ameren to accommodate the interconnection of Prairie State to the regional transmission system. The Ameren Switchyard and all related transmission upgrades were completed and placed into operation in late Projected Cost MJMEUC estimates that the total capital cost for Prairie State is approximately $5.09 billion. This amount includes the Amended and Restated EPC Contact costs, the costs for developing the mine, transmission upgrades, coal reserves and land acquisition, project management, construction management, a reasonable contingency and other costs. MJMEUC estimates its share of Prairie State cost, excluding finance charges, will be approximately $631 million. MJMEUC financed a portion of the projected costs with the proceeds of the Outstanding Bonds. MJMEUC expects to use a portion of the proceeds from the Series 2010 Bonds for Prairie State construction. Based on the Prairie State Project s expected average annual energy production in the amount of 1,555,000 MWh, MJMEUC projects its busbar cost will be in the range of $56.00-$59.00/MWh. General MJMEUC MJMEUC, a body public and corporate of the State of Missouri, was created by contract by certain of its current Members as of May 1, Organized and existing under the provisions of the Act, MJMEUC was formed for the purpose of permitting its Members to secure, by joint action among themselves, or by contract with other utilities, an adequate, reliable and economical supply of electric power and energy. Under the Act, MJMEUC has the power, in addition to other powers, to develop, finance, construct, acquire and operate power generation, transmission and distribution facilities and related resources to meet the electric power and energy requirements of its Members respective municipal electric utility systems in the most economic and feasible manner

16 Established by six charter Members, MJMEUC has grown to a membership of 60 municipallyowned retail electric systems ranging in size from approximately 700 to approximately 107,000 meters. New Members may be added in the future (see Membership below). MJMEUC has historically used primarily market-based energy contracts and Member-owned generation under contract to provide the electric power and energy requirements of certain of its Members. In order to obtain a diversified portfolio of cost-based, reliable resources on a long-term basis to meet its Members growing load requirements and to replace power and energy that previously have been purchased under long- and short-term contracts, MJMEUC is participating in the development and construction of several new generating facilities, including Prairie State. Organization and Management A Board of Directors (the Board ), consisting of one Director and one alternate appointed by each Member, directs the business and affairs of MJMEUC. Each Member, through its Director, has one vote. The management of MJMEUC is under the direction of its General Manager and Chief Executive Officer, who serves as the chief executive officer of MJMEUC. The following are the members of MJMEUC s management staff and their backgrounds. Duncan Kincheloe has served as General Manager and Chief Executive Officer of MJMEUC since 1999 and is responsible for the administration and overall management of MJMEUC. Mr. Kincheloe also is responsible for the development of strategies and programs pursuant to policies established by the Board. Prior to his employment with MJMEUC, Mr. Kincheloe served as Director of Regulatory and Government Relations of EPRI, the Electric Power Research Institute, based in Palo Alto, California. Previously, Mr. Kincheloe served in positions as a Commissioner of the Missouri Public Service Commission (the Missouri PSC ), as Director of Policy Development in the Office of the Governor of Missouri and as Associate Attorney General of the State of Missouri. He currently serves as a member of the Personnel Advisory Board of the State of Missouri by appointment of the Governor. Mr. Kincheloe earned his B.A. and J.D. degrees at the University of Missouri-Kansas City. John Grotzinger joined MJMEUC in December 1994 and currently serves as Executive Director for Engineering and Operations and Chief Operating Officer of MJMEUC. Mr. Grotzinger is responsible for overall operation of MoPEP 1 and is responsible for all electric power transactions of MJMEUC. Prior to joining MJMEUC, Mr. Grotzinger was employed by Kansas City Power & Light ( KCPL ) in system planning before spending 14 years at City Utilities of Springfield, Missouri as a systems planning engineer. Mr. Grotzinger holds a Bachelor of Science in Electrical Engineering degree from the University of Missouri-Columbia. He is a registered Professional Engineer in Missouri. Eve Lissik joined MJMEUC in 2001 and currently serves as Assistant General Manager. Prior to that time, she served as the Engineering Supervisor and Assistant Manager of the Electric Department of the Missouri PSC. During her tenure at the Missouri PSC, Ms. Lissik was involved in a wide variety of projects involving the regulation of electric, natural gas and water utilities and worked as a technical and policy advisor to the Commissioners. She has extensive experience in evaluation of power plant, transmission and distribution system performance, cost of service analysis and rate design, and mathematical, economic, statistical and policy analysis. Ms. Lissik holds a Ph.D. Degree in Agricultural Engineering from Cornell University with minors - 8 -

17 in mechanical engineering and applied engineering mathematics. She is a registered Professional Engineer in Missouri. Michael J. Loethen joined MJMEUC in 2005 and currently serves as Chief Financial Officer & Director of Administration, following his position as a Managing Officer of Boone County National Bank, based in Columbia, Missouri. Mr. Loethen previously was employed for ten years on the staff of the Missouri PSC in positions relating to natural gas distribution operations. He holds Bachelor of Science degrees in Electrical Engineering and in Administration Management (emphasis in Accounting and Finance) from the University of Missouri-Rolla and the University of Missouri-Columbia, respectively. Membership The contract pursuant to which MJMEUC was created (the Joint Contract ) contains provisions permitting additional cities, incorporated towns and villages of the State of Missouri that own and operate retail electric utility systems to become Members of MJMEUC, subject to satisfaction of the requirements for membership set forth therein. MJMEUC currently intends to consider requests for membership by any qualifying Missouri city, town or village. In order to become a Member, any such city, town or village must execute and deliver a supplement to the Joint Contract, which supplement must be approved by the affirmative vote of two-thirds of the Board. In addition, any such city, town or village must pay a pro-rata share of organizational, planning and other MJMEUC expenditures as determined by the Board. Under the Act and the Joint Contract, any such additional Member will be entitled to appoint a Director and an alternate to the Board and will be eligible to participate in all activities undertaken by MJMEUC on behalf of its Members. Advisory Member classification was created by MJMEUC in 1989 to allow membership by rural electric cooperatives located within or outside the State of Missouri and by municipalities located outside the State of Missouri (both of which, in accordance with the Act and the Joint Contract, do not qualify for regular membership). MJMEUC currently intends to consider requests for advisory membership by any such rural electric cooperative or municipality. An Advisory Member may aid, consult, or advise MJMEUC, or receive aid, consultation or advice from MJMEUC, to promote the development of, among other things, electric power plants and transmission facilities. An Advisory Member is a non-voting member, and is not bound by the obligations or assessments assumed or imposed on the other Members unless approved by MJMEUC and the Advisory Member. MJMEUC s Advisory Members currently consist of one rural electric cooperative and three municipally-owned retail electric systems located in the State of Arkansas. Annual Budgets MJMEUC approves an annual budget (the Annual Budget ) prior to the commencement of each fiscal year. The Annual Budget includes all projected expenses of MJMEUC and will incorporate separate annual budgets for each generating project in which MJMEUC has an ownership interest or longterm capacity entitlement, including an annual budget for the Prairie State Project (the Annual Prairie State Budget ), as well as an annual budget for operation of MoPEP 1. Missouri Public Energy Pool #1 MoPEP 1, which commenced operations on January 1, 2000, operates on a full requirements basis. MoPEP 1 has historically used primarily market-based energy contracts, a generating facility owned by MJMEUC and generating facilities owned by certain of the Pool Power Purchasers ( Member Capacity ) to provide the electric power and energy requirements of the Pool Power Purchasers. In order - 9 -

18 to obtain a diversified portfolio of cost-based, reliable resources on a long-term basis to meet MoPEP 1 s growing load requirements and to replace power and energy that previously have been purchased under long- and short-term contracts, the Pool Power Purchasers have directed MJMEUC to acquire ownership interests and/or long-term capacity entitlements in several new generating facilities which are currently under construction, including Prairie State. See MISSOURI PUBLIC ENERGY POOL #1 and OTHER MJMEUC PROJECTS herein. General MISSOURI PUBLIC ENERGY POOL #1 MJMEUC manages a power pool, MoPEP 1, for the benefit of those of its Members that are Pool Power Purchasers. The location of the Pool Power Purchasers and their proximity to Prairie State are illustrated on the map on page ii of this Official Statement. The pool had a coincident peak load of 551 MW through October 31, MJMEUC provides service to the Pool Power Purchasers pursuant to the Pool Power Purchase Agreement. The Pool Power Purchase Agreement provides for MJMEUC to supply the full energy requirements of each Pool Power Purchaser and includes a mechanism for Pool Power Purchasers to dedicate their Member Capacity to MoPEP 1. MoPEP 1 provides billing credits to Pool Power Purchasers for the use of Member Capacity and economically dispatches the Member Capacity as necessary to meet MoPEP 1 s obligations. See SUMMARY OF CERTAIN PROVISIONS OF THE POOL POWER PURCHASE AGREEMENT Member-Owned Resources in APPENDIX D hereto. Pool Power Purchasers Each Pool Power Purchaser owns and operates an electric system for the distribution of electric power and energy, together with the additional facilities necessary to conduct its business. Twenty-eight Pool Power Purchasers operate electric generating facilities, all the capacity of which is dedicated solely to MoPEP 1. Retail electric service in areas adjoining the service areas of the Pool Power Purchasers is provided by investor-owned utilities ( IOUs ) or rural electric cooperatives which, in some instances, also serve a limited number of customers within the corporate limits of the Pool Power Purchasers. Missouri law controls the boundaries of an electric utility s assigned service area, and changes to these boundaries must be approved by the Missouri PSC. MoPEP 1 has grown significantly since the pool commenced operations with nineteen Pool Power Purchasers in MJMEUC commenced service to the Missouri cities of Carrollton, Higginsville, Marshall and Salisbury in June 2006, commenced service to Jackson on January 1, 2007, commenced service to St. James on January 1, 2009, commenced service to Ava on April 1, 2009, commenced service to the Thayer on October 1, 2009, and commenced service to Lebanon on April 1, The following table lists the Pool Power Purchasers, and shows their coincident peak loads during

19 City Pool Power Purchasers Peak Loads 2010 Peak Load (MW) (1) Percent of Total Lebanon Rolla Farmington Marshall Jackson Harrisonville Chillicothe Macon Trenton Lamar Ava St. James Higginsville Butler El Dorado Springs Hermann Odessa Carrollton Fredericktown Palmyra Bethany Monroe City Shelbina Owensville Fayette Vandalia Albany Memphis Salisbury Unionville Gallatin Thayer Rock Port Stanberry La Plata Total MW % Total Pool Power Purchasers Served by MoPEP 1 as of October 31, (1) Coincident

20 Based on the U.S. Census Bureau population estimates for 2010, the population within the corporate limits of the Pool Power Purchasers was approximately 179,500. Certain information regarding each of the Pool Power Purchasers (the Large Pool Power Purchasers ) whose percentage of the Pool Power Purchasers combined coincident peak demand through October 31, 2010 was in excess of 5 percent is set forth in APPENDIX B hereto. Through October of calendar year 2010, the Large Pool Power Purchasers included the Missouri cities of Rolla, Lebanon, Farmington, Marshall, and Jackson. In addition, the combined coincident peak demand through October of 2010 of the city of Harrisonville was 4.99 percent. MJMEUC has voluntarily included information in Appendix B with respect to the city of Harrisonville, although no requirement exists requiring it to do so. Together with the city of Harrisonville, the Large Pool Power Purchasers represented 48.9 percent of the aggregate coincident peak load of the Pool Power Purchasers during calendar year During the year ended December 31, 2009, the Large Pool Power Purchasers, together with the city of Harrisonville, provided retail electric service to approximately 40,000 customers, sold an aggregate of 1,164,858 megawatt-hours ( MWh ) of energy, experienced a combined demand of approximately MW during the same hour that MoPEP 1 experienced its peak load and received approximately $104,036,000 in revenues from their customers. Two of the Large Pool Power Purchasers and the city of Harrisonville have financed capital additions to their respective electric utility systems with long-term bonds payable from net revenues. As of December 31, 2009, the aggregate principal amount of these obligations was approximately $6.59 million. On April 8, 2008 and April 7, 2009, voters in the City of Owensville, Missouri ( Owensville ) and the City of Hermann, Missouri ( Hermann ) respectively, approved non-binding ballot measures for their respective cities to seek bids for the sale of the city s electric system and to exit MoPEP 1. The Pool Power Purchase Agreement prohibits the sale by a Pool Power Purchaser of its electric system to anyone except another governmental entity and limits the ability of a Pool Power Purchaser to terminate its obligation under the Pool Power Purchase Agreement (see SUMMARY OF CERTAIN PROVISIONS OF THE POOL POWER PURCHASE AGREEMENT Restrictions on Disposition, Term and Termination and Pool Power Purchasers Continuing Cost Responsibility after Cancellation in APPENDIX D hereto). The Pool Power Purchase Agreement and the Indenture permit an assignment to a new MoPEP 1 member if such assignment will not have a negative impact on the ratings on the Outstanding Bonds and if MJMEUC consents (see SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Power Purchase Agreements; Enforcement and Amendment in Appendix D hereto and SUMMARY OF CERTAIN PROVISIONS OF THE POOL POWER PURCHASE AGREEMENT Restrictions on Dispositions in APPENDIX D hereto). Whether Owensville or Hermann, or both, can reach agreements for the sale of their electric systems (such sale requiring further voter approval at another election) and whether the cities can achieve a permissible assignment of their interests in the Pool Power Purchase Agreement can not be predicted. The foregoing information was reported in the Official Statement dated December 10, 2009 published in connection with the Series 2009 Bonds; no material developments have occurred since that time. Pool Committee and Annual MoPEP 1 Budget MoPEP 1 operations are governed by a committee (the Pool Committee ) consisting of one representative from each Pool Power Purchaser. Each Pool Power Purchaser is entitled to one vote of equal weight through its representative or alternate in any vote of the Pool Committee. In general, a majority vote of the representatives of all members of MoPEP 1 present will authorize any action or determination by the Pool Committee