Exhibit 10.1


    
      

    

     

    Exhibit
      10.1


     

     

    Ameren Operating Companies

    First Revised Rate Schedule FERC No. 7

     

     

     

     

    


    


    


    


    SECOND
      AMENDMENT TO THE

     

    JOINT
      DISPATCH

     

    AGREEMENT

     

    
 

    Between

     

    
 

    UNION
      ELECTRIC COMPANY,

     

    CENTRAL
      ILLINOIS PUBLIC SERVICE COMPANY

     

    AND

     

    AMEREN
      ENERGY GENERATING COMPANY

    


    


    


    


    


    


     

     

     

     

     

    
 

    



    
      
        
          Issued
            by:   R. Alan Kelley, Senior Vice President

                              
            Union
            Electric Co. d/b/a AmerenUE

          Issued
            on:   January 9, 2006

        

        Effective:
           January 10, 2006

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          Ameren
            Operating Companies 

          First
            Revised Rate Schedule FERC No. 7

        

        Original
          Sheet No. 1

      

    



    SECOND
      AMENDMENT TO THE 

     

    JOINT
      DISPATCH

     

    AGREEMENT

     

    Between

     

    UNION
      ELECTRIC COMPANY,

     

    CENTRAL
      ILLINOIS PUBLIC SERVICE COMPANY

     

    AND

     

    AMEREN
      ENERGY GENERATING COMPANY

     

    
 

    THIS
      AGREEMENT is made and entered into this 9th day of January, 2006 by and between
      UNION ELECTRIC COMPANY ("UE") a Missouri corporation, CENTRAL ILLINOIS PUBLIC
      SERVICE COMPANY ("CIPS") an Illinois corporation, and AMEREN ENERGY GENERATING
      COMPANY (“GENCO”), an Illinois corporation, referred to collectively as
      "Parties" and singularly as "Party," all of whose common stock is wholly owned
      by Ameren Corporation, hereinafter called "Parent", a Missouri
      corporation.

     

    WITNESSETH:

     

    WHEREAS,
      UE and CIPS previously entered into a Joint Dispatch Agreement, dated December
      18, 1995; and

    WHEREAS,
      as of December 18, 1995, UE and CIPS were the owners and operators of electric
      generation, transmission and distribution facilities and were engaged in the
      business of generating, transmitting, distributing and selling electric energy
      to the general public, electric utilities, municipalities and cooperatives;
      and

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 2

        

      



     

    WHEREAS,
      to maximize efficiency, UE and CIPS operate as an integrated control area,
      and
      economically commit and dispatch the combined Generating Resources, and
      economically utilize power and energy available to the Combined System to
      transact with other utilities and wholesale entities in order to operate the
      Combined System in a reliable, efficient, and economic manner; and

    WHEREAS,
      CIPS has transferred all of its generating assets to Genco, and amended the
      Joint Dispatch Agreement as of May 1, 2000 to reflect this change;
      and

    WHEREAS,
      UE, CIPS, and Genco now desire to amend the Joint Dispatch Agreement a second
      time in order to change the allocation of the profits from Off-System Sales,
      as
      described in Service Schedule B, from one based on Net Output as previously
      defined to one based on Net Output, as that term is re-defined
      herein.

    NOW,
      THEREFORE, in consideration of the covenants and premises herein set forth,
      the
      Parties mutually agree as follows:

    


    ARTICLE I

     

    DEFINITIONS

     

    For
      the
      purpose of this agreement, and the Appendices and Service Schedules which are
      a
      part hereof, the following definitions shall apply:

    1.01 After-the-Fact
      Resource Allocation
      shall
      mean a methodology used to assign the Combined System's Generating Resources
      and
      Off-System Power Purchases to each Party's Load Requirements and to the Combined
      System's Off-System Sales. After-the-Fact Resource Allocation shall be run
      for
      each calendar day after the calendar day has transpired.

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 3

        

      



    1.02 Agent
      shall
      mean the entity designated to perform certain administrative and coordination
      functions for the Parties.

     

    1.03 Agreement
      shall
      mean this Joint Dispatch Agreement together with all Appendices and Service
      Schedules applying thereto and any amendments made hereafter. 

     

    1.04 Combined
      System
      shall
      mean the combined Generating Resources and transmission facilities of the
      Parties.

     

    1.05 Control
      Area
      shall
      mean the electric system of UE and CIPS as bounded by interconnection (tie
      line)
      metering and telemetry, such that the Generating Resources are controlled
      directly to maintain the interchange schedule with other control areas and
      to
      contribute to frequency regulation of the interconnected system.

    1.06 Electric
      Utility
      shall
      mean any entity engaged in the purchase and wholesale sale of electric
      energy.

    1.07 Generating
      Resources
      shall
      mean all power generating facilities owned by a Party available to meet the
      capacity and energy needs of the Parties. A list of the generating facilities
      and the owning Party for each facility is included in
      Appendix 1.

    1.08 
Generating
      Parties shall mean those Parties owning
      Generating Resources.

    1.09 Generating
      Unit
      shall
      mean an electric generator, together with all auxiliary and appurtenant devices
      and equipment designed to be operated as a unit for the production of electric
      power and energy.

    1.10 Incremental
      Cost
      shall
      mean any costs incurred by a Generating Party solely by reason of its generation
      of an incremental amount of energy, which may include but shall not be


     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 4

        

      



    limited
      to, costs of fuel, labor, operation, maintenance, start-up, fuel handling,
      taxes, regulatory commission charges, transmission losses and emissions
      allowances.

    1.11 Load
      Requirements
      shall
      mean the demand and energy which each Generating Party is obligated to serve
      pursuant to service territory commitments and requirements agreements.


    1.12 Net
      Output
      shall
      mean each Generating Party's monthly total of the energy delivered to the
      transmission system.

    1.13 Off-System
      Purchases
      shall
      mean purchases from a third party of energy and/or associated capacity to reduce
      costs and/or to provide reliability for the system or as required by
      law.

    1.14 Off-System
      Sales
      shall
      mean all sales of power and/or energy to third parties other than Load
      Requirements.

    1.15 Off-System
      Sales Margin
      shall
      mean the difference between the energy revenue collected from Off-System Sales
      and the energy cost of providing such sales, as assigned by the After-the Fact
      Resource Allocation.

    1.16 Operating
      Committee
      shall
      mean the organization created under this Agreement to administer its provisions
      and to undertake the responsibilities set forth in Article VII
      hereunder.

    1.17 Service
      Schedules
      shall
      mean the service schedules attached hereto and those which later may be agreed
      to by the Parties and accepted for filing by the Federal Energy Regulatory
      Commission ("FERC").

    1.18 Surplus
      Reserve Ratio
      shall
      mean the ratio calculated at the beginning of each month of each Generating
      Party's surplus reserve to the sum of both Generating Parties' surplus


     

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 5

        

      



    reserve.
      Surplus reserve shall be calculated for each Generating Party in megawatts
      by
      computing the sum of the Generating Party's rated capabilities of its Generating
      Resources, plus the Generating Party's own non-firm capacity purchases, less
      its
      own non-firm capacity sales, less megawatts not available due to scheduled
      maintenance and long-term forced outages, less 1.15 times the sum of its
      projected peak demand component of the Load Requirements for the month, plus
      its
      firm capacity sales, less its firm capacity purchases.

    1.19 System
      Dispatch
      shall
      mean the centralized, economic commitment and dispatch of the Combined System's
      Generating Resources and Off-System Purchases.

    1.20 System
      Energy Transfer
      shall
      mean the transfer of electric energy from one Party's Generating Resources
      to
      the other Generating Party to serve the other Generating Party's Load
      Requirements.

    ARTICLE II

    TERM
      OF
      AGREEMENT

    2.01 This
      Agreement shall take effect upon approval by the FERC, and shall continue in
      full force and effect until terminated by one or more of the Parties, such
      Party(ies) having given at least one year's written notice.

    2.02  This
      Agreement will be reviewed periodically by the Operating Committee to determine
      whether revisions are necessary or appropriate.

     

     

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 6

        

      




    ARTICLE
      III

     

    PURPOSE

    The
      purpose of this Agreement is to provide the contractual basis for coordinated
      operation of the Combined System to achieve economies consistent with the
      provision of reliable electric service and an equitable sharing of the benefits
      and costs of such coordinated operation among the Parties.

    ARTICLE
      IV

    AGENT

    4.01 Responsibility
      of the Agent

        As
      soon as
      practicable after this Agreement becomes effective, the Parties shall designate
      an Agent for the purpose of:

    a) coordinating
      the System Dispatch;

    b) maintaining
      the reliability of the Combined System through monitoring and security
      assessments;

    c) arranging
      and scheduling Off-System Purchases;

    d) coordinating
      the provision of transmission service;

    e) the
      development of certain bills and billing related information;

    f) operation
      and maintenance of a central control center to achieve these purposes;
      and

    g) other
      such activities and duties as may be necessary or as assigned by the Operating
      Committee.

    4.02 Expenses

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 7

        

      



    All
      expenses incurred by the Agent in the performance of its responsibilities shall
      be settled in accordance with the arrangements made by the Parties for
      compensation for services provided between or on behalf of the
      Parties.

    ARTICLE
      V

    COORDINATED
      OPERATION

    5.01 Operation
      of the Combined System

    The
      Agent
      shall administer the System Dispatch of the Combined System in order to
      economically meet the Generating Parties' combined Load Requirements and
      Off-System Sales obligations, through the economic commitment and dispatch
      of
      the Combined System's Generating Resources and Off-System Purchases, consistent
      with reliable operation of the interconnected system as defined in
      Article XI and the Generating Parties’ supply obligations. The Agent shall
      engage in arranging and scheduling economical Off-System Purchases, as a single
      Control Area, utilizing the available transmission resources of the Combined
      System.

    5.02 Communications
      and Other Facilities

    The
      Parties shall provide communications, metering and other facilities necessary
      for the metering and control of the Generating Resources and interconnected
      transmission facilities. Each Party shall be responsible for any expenses it
      incurs for the installation, operation and maintenance of facilities at its
      own
      Generating Units and interconnected transmission facilities. Any expenses
      incurred due to facilities required at or for the central control center to
      operate the Combined System shall be settled in accordance with the arrangements
      made by the Parties for compensation for services provided between and on behalf
      of the Parties.

     

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 8

        

      




    ARTICLE
      VI

    ASSIGNMENT
      OF COSTS AND BENEFITS

    OF
      COORDINATED OPERATIONS

    6.01 Fixed
      Costs of Existing Generating Resources

    For
      all
      purposes relevant to this Agreement, each Generating Party will retain all
      costs
      not collected pursuant to Section 6.07 of its existing Generating Resources
      that are listed in Appendix 1 attached hereto. Generating unit retirements
      or permanent derates will be assigned to the Generating Party owning the
      Generating Unit.

    6.02 Environmental
      Costs of Existing Generating Resources

    The
      cost
      of environmental compliance (e.g., compliance with the Clean Air Act Amendments
      of 1990) associated with the existing Generating Resources will be borne by
      the
      Generating Party that owns the unit. The Generating Parties will maintain and
      account for each unit's emissions allowance allocation.

    6.03 Demand
      Charges From Existing Off-System Purchases

    Demand
      Charges from existing Off-System Purchases agreed to as of the effective date
      of
      this Amended Agreement, shall remain the responsibility of the Generating Party
      contracting for the purchase.

    6.04 Demand
      Charges From New Off-System Purchases

    Demand
      Charges Associated With New Off-System Purchases made to enable the Agent to
      reliably and economically meet the Generating Parties' combined Load
      Requirements shall be assigned to the Generating Parties based on the ratio
      of
      the demand component (the one 

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 9

        

      



    hour
      integrated peak demand) of the Load Requirements of the Generating Parties
      for
      the appropriate time period.

    Demand
      charges associated with new Off-System Purchases made to enable the Agent to
      make new Off-System Sales or to supply existing Off-System Sales shall be
      deducted from the demand charge revenue collected from the Off-System Sales.
      The
      net amount shall be allocated to the Parties pursuant to Sections 6.05 and
      6.06.

    This
      section applies only to demand charges associated with new Off-System Purchases
      made for System Dispatch and not to purchases made by a Party for purposes
      of
      maintaining adequate planning reserve margin, which responsibility shall remain
      with each Party.

    6.05 Demand
      Charges From Existing Off-System Sales

    Demand
      charge revenues collected for existing Off-System Sales, as agreed to as of
      the
      effective date of this Agreement, shall remain with the Party contracting for
      the sale.

    
      	6.06  	
              Demand
                Charges From New Off-System
                Sales

            


    

    Demand
      charge revenues collected for new Off-System Sales shall be reduced by any
      demand charges from Off-System Purchases, if any, dedicated to supply the sale,
      pursuant to Section 6.04. On a monthly basis, the net amount of revenue shall
      be
      allocated to the Generating Parties based on the projected monthly Surplus
      Reserve Ratio.

    6.07 Assignment
      of Energy and Costs From System Dispatch

    The
      Agent
      shall use After-the-Fact Resource Allocation to assign the energy resources
      used
      by the Parties in coordinated operation to each Generating Party and the
      Off-System Sales. The After-the-Fact Resource Allocation shall be applied
      consistent with the following principles:

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 10

        

      

    

     

     

    a) Energy
      from the lowest Incremental Cost generation from each Generating Party's own
      Generating Resources shall first be assigned to its own Load
      Requirements.

    b) Energy
      available from Off-System Purchases made by one of the Generating Parties,
      including existing Off-System Purchases, shall be assigned to the Generating
      Party who contracted for the purchase, when it is economical. Any energy from
      Off-System Purchases made by one of the Generating Parties, which the
      After-the-Fact Resource Allocation does not assign economically to any
      Generating Party, shall be assigned to the Generating Party who contracted
      for
      the purchase. The cost of energy assigned shall be the actual cost of the energy
      component of the Off-System Purchase.

    c) Energy
      from Generating Resources which are not economical to be operated per System
      Dispatch but are utilized due to operating constraints shall be allocated to
      the
      Generating Party owning the generating unit(s), unless the other Generating
      Party's Load Requirements or operating conditions are clearly identified as
      the
      reason for the generation, in which case the energy is assigned to the other
      Generating Party as a System Energy Transfer.

    d) Energy
      from other Off-System Purchases will be assigned to the Generating Parties
      based
      on the economics of the purchase. Where a new Off-System Purchase would be
      economic for both Generating Parties' Load Requirements over the appropriate
      time period, or is not assigned economically to any Generating Party, the energy
      from the Off-System Purchase shall be shared between the Generating Parties
      based on the ratio of the Load Requirements of the Generating Parties. The
      cost
      of the 

     

     

    


    


    
      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 11

        

      

    

     

     

    energy
      assigned to each Generating Party shall be the actual cost of the energy
      component of the Off-System Purchase.

    e) Energy
      from one Party's Generating Resources utilized by the other Generating Party
      to
      serve that Party's Load Requirements shall be called System Energy Transfer.
      Where After-the-Fact Resource Allocation identifies a System Energy Transfer
      as
      the source to supply one Generating Party's Load Requirements, the determination
      of cost for the System Energy Transfer and reimbursement shall be made pursuant
      to Service Schedule A, System Energy Transfer.

    f) Energy
      from Off-System Purchases may be assigned by the After-the-Fact Resource
      Allocation or designated by the Agent to be used to supply Off-System Sales.
      The
      actual cost of the Off-System Purchase shall be deducted from the energy revenue
      collected from the Off-System Sale. The net amount shall be included in the
      calculation of the Off-System Sales Margin.

    g) Energy
      from the Generating Parties' Generating Resources which is not assigned to
      any
      Party's Load Requirements shall be assigned to Off-System Sales according to
      established priorities. The cost of the energy assigned to Off-System Sales
      shall be the Incremental Cost of the Generating Resources used to supply the
      sale. This cost shall be deducted from the energy revenue collected from the
      Off-System Sale. The net amount shall be included in the calculation of
      Off-System Sales Margin.

    6.08 Distribution
      of the Off-System Sales Margin

    The
      Off-System Sales Margin shall be distributed to the Parties pursuant to Service
      Schedule B, Distribution of Off-System Sales Margin.

     

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 12

        

      



    ARTICLE
      VII

    ASSIGNMENT
      OF TRANSMISSION SERVICE REVENUES

    7.01 Revenue
      From Existing Firm Transmission Service Agreements

    Revenue
      from existing firm transmission service agreements, agreed to as of the
      effective date of this Agreement, shall remain with the Party contracting for
      the service. Should an entity receiving service under an existing firm
      transmission service agreement subsequently take service under the Combined
      System's Network or Point-to-Point Transmission Service Tariffs, the revenue
      collected from that service shall be shared between the Parties pursuant to
      Section 7.03.

    7.02 Revenue
      From Existing Non-Firm Transmission Service Agreements

    Revenue
      from existing non-firm transmission service agreements, agreed to as of the
      effective date of this Agreement, shall be shared between the Parties pursuant
      to Section 7.03.

    
      	 	
              7.03

            	
              Revenue
                From the Combined System's Network and Point-to-Point Transmission
                Service
                Tariffs

            


    

    Revenue
      from the Combined System's Network and Point-to-Point Transmission Service
      Tariff ("Tariff"), imputed transmission revenues from Third Party Sales (as
      that
      term is defined in the Tariff) by Ameren and any other applicable transmission
      service revenues shall first be assigned to the Parties to reimburse each Party
      for the cost of any direct assignment facilities or distribution facilities
      included in the transmission service revenues. The transmission service revenues
      shall then be used to reimburse either or both of the Parties for any
      incremental expenses incurred to provide the transmission 

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 13

        

      



     

    service,
      which may include, but shall not be limited to, costs of facility additions,
      modifications or improvements, uneconomic dispatch costs, losses, and system
      study costs. The revenue remaining shall be assigned to the Parties in
      proportion to each Party's Transmission Plant investment relative to the total
      Transmission Plant investment included in the rate calculation in the
      Tariffs.

    ARTICLE
      VIII

    COMPOSITION
      AND DUTIES OF THE OPERATING COMMITTEE

    8.01 Operating
      Committee

    An
      Operating Committee shall be the administrative organization of this Agreement
      and shall consist of six persons, with two members designated by each
      Party.

    8.02 Officers
      of the Operating Committee

    The
      Operating Committee shall have the following officers with duties as
      designated:

    a) Chairman
      - The
      Chairman shall issue calls for and shall preside at meetings of the Operating
      Committee. The Chairman shall have responsibility for the general coordination
      of the Operating Committee functions among the members.

    b) Vice
      Chairman
      - The
      Vice Chairman shall perform the duties of the Chairman in the Chairman's absence
      or incapacity.

    The
      Chairman and Vice Chairman shall be appointed from the members of the Operating
      Committee. The initial Chairman shall be from UE and the initial Vice Chairman
      from Genco, with these Parties alternating those positions thereafter. A new
      Chairman and

     

     

    


    
      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 14

        

      

    

    


    
       

       

       

       Vice-Chairman
        shall be designated by the Parties at the first meeting held in each
        odd-numbered calendar year and shall take office immediately upon being
        appointed.

    

    8.03 Meeting
      Dates

    The
      Operating Committee shall hold meetings at such times as is appropriate and
      at
      any time upon the request of a member of the Operating Committee, but at least
      once per calendar year. Minutes of each Operating Committee meeting shall be
      prepared and maintained.

    8.04 Decisions

    All
      decisions of the Operating Committee shall be by a majority vote of the members
      present or voting by proxy at the meeting at which the vote is
      taken.

    8.05 Duties

    The
      Operating Committee shall have the following duties, unless such duties are
      otherwise assigned by a vote of the Operating Committee to the Agent, in which
      case the Agent shall perform such duties:

    a) Be
      responsible for the day-to-day administration of this Agreement and the
      development of any amendments thereto.

    b) Review
      and recommend additional duties and responsibilities for the Agent and review
      and recommend changes to the procedures for System Dispatch and interchange
      coordination.

    c) Monitor
      the adequacy of reserves for the Parties and the Combined System.

    d) Provide
      coordination of maintenance schedules for major Generating
      Resources.

     

     

    
      
        



        
          
            
              Issued
                by:   R. Alan Kelley, Senior Vice President

                                  
                Union
                Electric Co. d/b/a AmerenUE

              Issued
                on:   January 9, 2006

            

            Effective:
               January 10, 2006

            
            

          

          
            
            

            
              

            

          

          
            
            

            
              Ameren
                Operating Companies 

              First
                Revised Rate Schedule FERC No. 7

            

            Original
              Sheet No. 15

          

        



       

       

       

      e) Provide
        coordination for other matters not specifically provided herein which the
        Parties agree are necessary to operate the Combined System
        economically.

    

    8.06 Expenses
      of Committee

    Each
      Party shall pay the expenses of its representatives on the Operating
      Committee.

    ARTICLE
      IX

    BILLING
      PROCEDURES

    9.01 Records

    The
      Agent
      shall maintain such records as may be necessary to determine the assignment
      of
      costs and benefits of coordinated operations pursuant to Article VI of this
      Agreement. Such records shall be made available to the Parties upon
      request.

    9.02 Monthly
      Statements

    As
      promptly as practicable after the end of each calendar month, the Agent shall
      prepare a statement setting forth the monthly summary of the costs and revenues
      allocated or assigned to the Parties in sufficient detail as may be needed
      for
      settlements under the provisions of this Agreement.

    In
      months
      where more than one Party has made System Energy Transfers, only the net cost
      of
      the System Energy Transfers need be reflected in the statement.

    9.03 Billings
      and Payments

    The
      Agent
      shall handle all billing between the Parties and other entities engaging in
      Off-System Purchases with the Parties. In addition to any demand charges or
      other charges

     

    
 

    

      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 16

        

      



    due
      to
      one of the Parties from another Party pursuant to agreements other than this
      Joint Dispatch Agreement, the Agent shall also net bill the Parties, by debiting
      the Parties as appropriate, and pursuant to Article VI, for:

    a) Demand
      and energy charges for Off-System Purchases, and

    b) the
      cost
      of System Energy Transfers where the Party was the recipient;

    and
      crediting the Parties, as appropriate, and pursuant to Article VI and VII,
      for:

    a) the
      cost
      of System Energy Transfers where the Party was the supplier, and

    b) Transmission
      service revenues;

    and
      shall
      determine the billing and payment under the System Support
      Agreement.

    All
      bills
      will be based on net amounts owed. Payment shall be by making remittance of
      the
      amount billed or by making appropriate accounting entries on the books of the
      Parties.

    9.04 Taxes

    Should
      any federal, state, or local tax, in addition to such taxes as may now exist,
      be
      levied upon the electric power, energy, or service to be provided in connection
      with this Agreement, or upon the provider of service as measured by the power,
      energy, or service, or the revenue therefrom, such additional tax shall be
      included in the net billing as described in Section 9.03.

     

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 17

        

      




    ARTICLE
      X

    FORCE
      MAJEURE

    In
      case a
      Party should be delayed in or prevented from performing or carrying out any
      of
      the agreements, covenants, or obligations made by or imposed upon the Parties
      by
      this Agreement, either in whole or in part, by reason of or through strike,
      work
      stoppage of labor, failure of contractors or suppliers of materials (including
      fuel), failure of equipment, environmental restrictions, riot, fire, flood,
      ice,
      invasion, civil war, commotion, insurrection, military or usurped power, order
      of any Court granted in any bona fide adverse legal proceedings or action,
      or of
      any civil or military authority either de facto or de jure, explosion, Act
      of
      God or the public enemies, or any cause reasonably beyond its control and not
      attributable to its neglect; then, and in such case or cases, such Party shall
      not be liable to the other Party for or on account of any loss, damage, injury,
      or expense resulting from or arising out of such delay or prevention; provided,
      however, that the Party suffering such delay or prevention shall use due
      diligence to attempt to remove the cause or causes thereof; and provided,
      further, that no Party shall be required by the foregoing provisions to add
      to,
      modify, or upgrade any facilities, or to settle a strike or labor dispute except
      when, according to its own best judgment, such action seems
      advisable.

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 18

        

      



     

    ARTICLE
      XI

    INDUSTRY
      STANDARDS

    The
      Parties agree to conform to all applicable NERC and regional reliability council
      principles, guides, criteria, and standards and industry standard practices
      and
      conventions of reliable system operations.

    ARTICLE
      XII

    GENERAL

    12.01 No
      Third Party Beneficiaries

    This
      Agreement is not intended to and shall not create rights of any character
      whatsoever in favor of any person, corporation, association, entity or power
      supplier, other than the Parties, and the obligations herein assumed by the
      Parties are solely for the use and benefit of said Parties. Nothing herein
      contained shall be construed as permitting or vesting, or attempting to permit
      or vest, in any person, corporation, association, entity or power supplier,
      other than the Parties, any rights hereunder or in any of the electric
      facilities owned by said Parties or the use thereof except as may otherwise
      be
      specified herein.

    12.02 Waivers

    Any
      waiver at any time by a Party of its right with respect to a default under
      this
      Agreement, or with respect to any other matter arising in connection with this
      Agreement, shall not be deemed a waiver with respect to any subsequent default
      or matter. Any delay, short of the statutory period of limitation, in asserting
      or enforcing any right under this Agreement, shall not be deemed a waiver of
      such right.

     

     

    
      
        



        
          
            
              Issued
                by:   R. Alan Kelley, Senior Vice President

                                  
                Union
                Electric Co. d/b/a AmerenUE

              Issued
                on:   January 9, 2006

            

            Effective:
               January 10, 2006

            
            

          

          
            
            

            
              

            

          

          
            
            

            
              Ameren
                Operating Companies 

              First
                Revised Rate Schedule FERC No. 7

            

            Original
              Sheet No. 19

          

        



       

       

       

      12.03 Successors
        and Assigns

    

    This
      Agreement shall inure to the benefit of and be binding upon the Parties only,
      and their respective successors and assigns, and shall not be assignable by
      any
      Party without the written consent of the other Parties except to a successor
      in
      the operation of its properties by reason of a merger, consolidation, sale
      or
      foreclosure where substantially all such properties are acquired by or merged
      with such a successor.

    12.04 Liability
      and Indemnification

    Subject
      to any applicable state or federal law which may specifically restrict
      limitations on liability, each Party shall release, indemnify, and hold harmless
      the other Parties, their directors, officers, and employees from and against
      any
      and all liability for loss, damage, or expense alleged to arise from, or
      incidental to injury to persons and/or damage to property in connection with
      its
      facilities or the production or transmission of electric energy by or through
      such facilities, or related to performance or nonperformance of this Agreement,
      including any negligence arising hereunder. In no event shall either Party
      be
      liable to the other Parties for any indirect, special, incidental, or
      consequential damages with respect to any claim arising out of this
      Agreement.

    12.05 Governing
      Law

    The
      validity, interpretation and performance of this Agreement and each of its
      provisions shall be governed by the applicable laws of the State of
      Missouri.

    12.06 Section
      Headings

    The
      descriptive headings of the Articles and sections of this Agreement are used
      for
      convenience only, and shall not modify or restrict any of the terms and
      provisions thereof.

     

     

    
       

      
        



        
          
            
              Issued
                by:   R. Alan Kelley, Senior Vice President

                                  
                Union
                Electric Co. d/b/a AmerenUE

              Issued
                on:   January 9, 2006

            

            Effective:
               January 10, 2006

            
            

          

          
            
            

            
              

            

          

          
            
            

            
              Ameren
                Operating Companies 

              First
                Revised Rate Schedule FERC No. 7

            

            Original
              Sheet No. 20

          

        



       

       

       

      12.07 Notice

    

    Any
      notice or demand for performance required or permitted under any of the
      provisions of this Agreement shall be deemed to have been given on the date
      such
      notice, in writing, is deposited in the U.S. mail, postage prepaid, certified
      or
      registered mail, addressed to:

     

    UNION
      ELECTRIC COMPANY

    Vice
      President 

    P.0.
      Box 149, MC 1400

    St. Louis,
      Missouri 63166

    


    And
      to:

    


    CENTRAL
      ILLINOIS PUBLIC SERVICE COMPANY

    Vice
      President 

    607
      East
      Adams Street

    Springfield,
      Illinois 62739

     

    And
      to:

    AMEREN
      ENERGY GENERATING COMPANY

    President

    One
      Ameren Plaza

    1901
      Chouteau Avenue

    St.
      Louis, MO 63103

    


    as
      the
      case may be; or in such other form or to such other address as either Party
      shall stipulate.

     

    ARTICLE
      XIII

     

    REGULATORY
      APPROVAL

     

    13.01 Regulatory
      Authorization

    This
      Agreement shall be subject to the approval of the regulatory agencies having
      jurisdiction. In the event that this Agreement is not accepted in its entirety
      by all such agencies, any Party may terminate this Agreement
      immediately.

     

     

     
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 21

        

      

    

     

     

    13.02 Changes

    It
      is
      contemplated by the Parties that it may be appropriate from time to time to
      change, amend, modify or supplement this Agreement or the Schedules which are
      attached to this Agreement to reflect changes in operating practices or costs
      of
      operations or for other reasons. This Agreement may be changed, amended,
      modified or supplemented by an instrument in writing executed by the
      Parties.

    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
      attested by their duly authorized officers on the day and year first above
      written.

     

    
      	 	 	 
	 	UNION
              ELECTRIC
              COMPANY
	 
 	 
 	 
 
	 	By:  	/s/ R.
              Alan
              Kelley
	 	
              
Senior
              Vice President
	 	 


    

     

     

    ATTEST:

    


    /s/
      Ronald K. Evans  

    Assistant
      Secretary

    


     

    
       

      
        	 	 	 
	 	
                CENTRAL
                  ILLINOIS PUBLIC

                SERVICE
                  COMPANY

              
	 
 	 
 	 
 
	 	By:  	/s/ David
                A.
                Whiteley
	 	
                
Senior
                Vice President
	 	 


      

       

    

     

    ATTEST:

    


    /s/
      Ronald S. Gieseke  

    Assistant
      Secretary

     

     

     

    
      
        	 	 	 
	 	
                AMEREN
                  ENERGY

                GENERATING COMPANY

              
	 
 	 
 	 
 
	 	By:  	/s/ Robert
                L.
                Powers
	 	
                
Vice
                President
	 	 


      

       

    

     

    ATTEST:

    /s/
      G.
      L. Waters  

    Assistant
      Secretary

     

     

     
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 22

        

      

    

    




    SERVICE
      SCHEDULE A

    SYSTEM
      ENERGY TRANSFER

    Al --
      Duration
      This
      Service Schedule A shall become effective and binding when the Joint
      Dispatch Agreement becomes effective, and shall continue in full force and
      effect throughout the duration of such Agreement. This Service Schedule A
      is a part of the Agreement and, as such, the use of terms in this Service
      Schedule A that are defined in the Agreement shall have the same respective
      meanings as set forth in the Agreement.

    A2 --
      Applicability
      In
      accordance with the terms of Articles V and VI of the Agreement, the
      Combined System's Generating Resources shall be centrally dispatched on an
      economic dispatch basis which may result in the transfer of electric energy
      from
      one Party's Generating Resources to another Party to serve such other Party's
      Load Requirements, herein called "System Energy Transfers."

    A3 --
      Compensation
      Charges
      for System Energy Transfer shall be the Incremental Cost of the Generating
      Resources supplying the energy.

     

    
       

      
        	 	 	 
	 	UNION
                ELECTRIC
                COMPANY
	 
 	 
 	 
 
	 	By:  	/s/ R.
                Alan
                Kelley
	 	
                
Senior
                Vice President
	 	 


      

       

       

      
        
          	 	 	 
	 	
                  CENTRAL
                    ILLINOIS PUBLIC

                  SERVICE
                    COMPANY

                
	 
 	 
 	 
 
	 	By:  	/s/ David
                  A.
                  Whiteley
	 	
                  
Senior
                  Vice President
	 	 


        

         

      

       

      
        
          	 	 	 
	 	
                  AMEREN
                    ENERGY

                  GENERATING COMPANY

                
	 
 	 
 	 
 
	 	By:  	/s/ Robert
                  L.
                  Powers
	 	
                  
Vice
                  President
	 	 


        

         

      

    

    


     

     
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 23

        

      

    

    
 

    SERVICE
      SCHEDULE B

    


    DISTRIBUTION
      OF OFF-SYSTEM SALES MARGIN

    


    Under
      Joint Dispatch Agreement

    


    Between
      Union Electric Company,

    


    Central
      Illinois Public Service Company

    


    and

    


    Ameren
      Energy Generating Company

    


    B1
      --
      Duration This
      service Schedule B shall become effective and binding when the Joint Dispatch
      Agreement becomes effective, and shall continue in full force and effect,
      throughout the duration of such Agreement. This Service Schedule B is a part
      of
      the Agreement and, as such, the use of terms in this Service Schedule B that
      are
      defined in the Agreement shall have the same respective meanings as set forth
      in
      the Agreement.

     

    B2
      --
      Applicability In
      accordance with the terms of Articles V and VI of the Agreement, the Combined
      System shall be centrally dispatched on an economic dispatch basis and shall
      engage
      in economical Off-System Purchases and Off-System Sales as a single Control
      Area. The difference between the energy revenue collected from Off-System Sales
      and the costs of providing such sales, herein called Off-System Sales Margin,
      is
      to be distributed between the Generating Parties. This Service Schedule defines
      the formula for distribution.

     

    B3
      --
      Distribution Formula The
      monthly distribution ratio for each Party for the Off-System Sales Margin shall
      be the Generating Party’s Net Output divided by the sum of the Parties'
      Net 

     

     

     
      
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 24

        

      

    

     

     

    Output.
      The amount of Off-System Sales Margin distributed to each Generating Party
      shall
      be the Generating Party’s monthly distribution ratio times the Off-System Sale
      Margin.

     

     

    
      
        
          	 	 	 
	 	UNION
                  ELECTRIC
                  COMPANY
	 
 	 
 	 
 
	 	By:  	/s/ R.
                  Alan
                  Kelley
	 	
                  
Senior
                  Vice President
	 	 


        

         

         

        
          
            	 	 	 
	 	
                    AMEREN
                      ENERGY

                    GENERATING COMPANY

                  
	 
 	 
 	 
 
	 	By:  	/s/ Robert
                    L.
                    Powers
	 	
                    
Vice
                    President
	 	 


          

           

        

      

    

    



     
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 25

        

      





    SERVICE
      SCHEDULE C

    RECOVERY
      OF INCREMENTAL COSTS RELATING TO

    EMISSIONS
      ALLOWANCES

    Under
      Joint Dispatch Agreement

    between
      Union Electric Company, Ameren Energy Generating Company

    and
      Central Illinois Public Service Company

    C1
      -
      Duration.
      This
      Service Schedule C shall become effective and binding when the Joint
      Dispatch Agreement becomes effective, and shall continue in full force and
      effect throughout the duration of such Agreement. This Service Schedule C
      is a part of the Agreement and, as such, the use of terms in this Service
      Schedule C that are defined in the Agreement shall have the same respective
      meanings as set forth in the Agreement.

    C2
      -
      Applicability.
      In
      accordance with the terms of Articles V and VI of the Agreement, the
      Combined System shall be centrally dispatched on an economic dispatch basis
      and
      shall engage in economical Off-System Purchases as a single Control Area. The
      cost of the energy from the Parties' Generating Resources to supply System
      Energy Transfer is the Incremental Cost of the energy which may include
      emissions allowance cost. This Service Schedule C defines the methodology
      for determining the emissions allowance cost.

    C3
      --
      Emissions Allowance Recovery Mechanism.
      The
      emissions allowance cost used in the computation of Incremental Cost shall
      be
      the replacement cost of emissions allowances. The emissions allowance
      replacement cost will be the "Monthly Price Index" published by Cantor
      Fitzgerald Environmental Brokerage Service by the twenty-fifth day of the month
      prior to the month the transaction occurs. The Parties will use the Cantor
      Fitzgerald index unless one or both 

     

     

     
      
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 26

        

      

    

     

     

    of
      the
      Parties is involved in the actual purchase or sale of allowances wherein it
      may
      choose at its option to use the price of its own transactions, such transactions
      to have a minimum allowance quantity of 1,000 allowances. Although the Parties
      have designated Cantor Fitzgerald as the index to be used in establishing
      emissions allowance cost, the Parties will continue to evaluate other market
      indicators. The Parties may in the future designate another index to serve
      as
      the incremental price indicator.

    


    The
      allowance replacement cost, in $/SO2
      ton,
      will be used to calculate a Generating Unit's incremental SO2
      cost as
      described below. The incremental SO2
      cost of
      operating an affected unit will be calculated using three components -- the
      allowance replacement cost, the unit's incremental heat rate and the
      SO2
      rate of
      the fuel used at the unit.

    AC
      x HR x
      SR

    EC
      = _____________

    2
      x
      106

     

    Where: EC
      =
      Total Incremental SO2
      Cost
      ($/Mwh)

     

    AC
      =
      Allowance Replacement Cost ($/SO2
      Ton)

     

    HR
      =
      Incremental Heat Rate (Btu/Kwh)

     

    SR
      =
      SO2
      Rate for
      Fuel (Lbs of SO2/MMbtu)

    


     

    The
      incremental emissions cost (EC) will be used to dispatch generating units,
      make
      Off-System Purchase decisions, and price System Energy Transfers, pursuant
      to
      this Agreement. The

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 27

        

      

       

    

     

     

    Generating
      Unit used to compute the emissions allowance amount will be the same unit that
      is used to calculate the Incremental Cost.

     

     

    Either
      Party will have the option to pay the allowance replacement cost or provide
      equivalent emissions allowances. Cash payment will be due in accordance with
      the
      terms and 

     

    conditions
      of this Agreement. If a Party elects to provide emissions allowances, the
      equivalent emissions allowances will be calculated as follows:

     

    TEC

    Allowances
      Due = _______

     

    AC

     

     

     

     

     

    
      



      
        
          
            Issued
              by:   R. Alan Kelley, Senior Vice President

                                
              Union
              Electric Co. d/b/a AmerenUE

            Issued
              on:   January 9, 2006

          

          Effective:
             January 10, 2006

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            Ameren
              Operating Companies 

            First
              Revised Rate Schedule FERC No. 7

          

          Original
            Sheet No. 28

        

      

       

    

     

    APPENDIX
      1

     

    GENERATING
      RESOURCES

     

    Union
      Electric Company

     

    Labadie
      Plant - Franklin County, Mo.

    


    Meramec
      Plant - St. Louis County, Mo.

    


    Rush
      Island Plant - Jefferson County, Mo. 

    


    Sioux
      Plant - St. Charles County, Mo.

    


    Venice
      Plant - Illinois

    


    Keokuk
      Plant - Iowa

    


    Osage
      Plant - Lakeside, Mo.

    


    Taum
      Sauk
      Plant - Reynolds County, Mo.

    


    Callaway
      Nuclear Plant - Callaway County, Mo.

    


    Various
      Combustion Turbine Units - Missouri 

    


    Ameren
      Energy Generating Company

    


    Newton
      Plant - Jasper County, Il.

    


    Coffeen
      Plant - Montgomery County, Il.

    


    Meredosia
      Plant - Morgan County, Il.

    


    Hutsonville
      Plant - Crawford County, Il.

    


    Grand
      Tower Plant - Jackson County, Il.

    


    Combustion
      Turbine Units - specific list to be developed.

    
 

    
      
        



        
          
            
              Issued
                by:   R. Alan Kelley, Senior Vice President

                                  
                Union
                Electric Co. d/b/a AmerenUE

              Issued
                on:   January 9, 2006

            

            Effective:
               January 10, 2006